Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof; (xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 8 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C15), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C12), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C11)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c33), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C28), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c25)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILCFH;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILCFH’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILCFH;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan SellerSeller and LCFH, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loanloan related-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C58), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C56), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C51)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware New York not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C14), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C10), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C9)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(413(a) (41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-C35), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c34), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c34)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C53)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c25), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C24)
Closing Documents. (a) The Purchaser or its designee closing documents to be delivered on the initial Closing Date shall have received all consist of fully executed originals of the following Closing Documentsdocuments, as well as the documents referred to in Section 12.04(b):
(i) this Agreement;
(ii) a Custodial Account Letter Agreement, in such forms as are agreed upon and acceptable the form of Exhibit C;
(iii) an Escrow Account Letter Agreement, in the form of Exhibit D;
(iv) an Officer’s Certificate, in the form of Exhibit F hereto, including all attachments thereto; and
(v) an Opinion of Counsel of the Company, substantially in the form of Exhibit G hereto.
(b) The closing documents for the Mortgage Loans to be purchased on each Closing Date under this Agreement (including the Purchaser, initial Closing Date) shall consist of fully executed originals of the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing documents:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller related Purchase Price and BCHITerms Letter;
(ii) The Indemnification the related Acknowledgment and Conveyance Agreement, duly executed by the respective parties including all annexes thereto;
(iii) A Secretaryeach of the documents required to be delivered by the Company pursuant to Section 2.03 hereof;
(iv) an assignment and assumption of the Custodial Agreement;
(v) an initial certification of the Custodian;
(vi) (A) if applicable a Security Release Certification, in the form of Exhibit H-1 hereto (if Company is a member of the Federal Home Loan Bank System), executed by the applicable regional Federal Home Loan Bank and, (B) if applicable, a Security Release Certification, in the form of Exhibit H-2 hereto, executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person and (C) if applicable, a certificate of the Company and an opinion of counsel of the Company stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien;
(vii) a Certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Company by merger or acquired or originated by the Company while conducting business under a name other than its present name;
(viii) upon request by the Purchaser, an Officer’s Certificate Certificate, in the form of Exhibit F hereto, including all attachments thereto; and
(ix) upon request by the Purchaser, an Opinion of Counsel to the Company, substantially in the form of Exhibit D-1 G hereto, executed by . The Company shall bear the Secretary or an assistant secretary risk of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as loss of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which Documents until such time as they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used received by the Mortgage Loan Seller, the Purchaser, the Underwriters Purchaser or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireits attorneys.
Appears in 3 contracts
Sources: Flow Mortgage Loan Purchase, Warranties and Servicing Agreement (Sasco 2006-Bc3), Flow Mortgage Loan Purchase, Warranties and Servicing Agreement (Sasco 2006-Bc4), Mortgage Loan Purchase Agreement (Structured Asset Securities CORP Mortgage Loan Trust 2006-Bc5)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-C19), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C18), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C14)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C53), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C53)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHIGSCII;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, GSCII in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIGSCII;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI GSCII issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI GSCII substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI GSCII on BCHIGSCII’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIGSCII’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIGSCII;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c27), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c31), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c27)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware New York not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C11), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2020-C7), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2019-C4)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller Seller, and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc22), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILCFH;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILCFH’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILCFH;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan SellerSeller and LCFH, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loanloan related-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)
Closing Documents. (a) The Purchaser or its designee closing documents to be delivered on the initial Closing Date shall have received all consist of fully executed originals of the following Closing Documentsdocuments, as well as the documents referred to in Section 11(b):
(i) this Agreement;
(ii) Custodial Account Letter Agreement;
(iii) Escrow Account Letter Agreement;
(iv) an Officer’s Certificate, in such forms as are agreed upon and acceptable the form of Exhibit C hereto, including all attachments thereto; and
(v) an Opinion of Counsel of the Seller, in the form of Exhibit D hereto.
(b) The closing documents for the Mortgage Loans to be purchased on each Closing Date under this Agreement (including the Purchaser, initial Closing Date) shall consist of fully executed originals of the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing documents:
(i) This the related Purchase Price and Terms Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification the related Acknowledgment and Conveyance Agreement, duly executed by the respective parties including all annexes thereto;
(iii) A Secretary’s Certificate substantially each of the documents required to be delivered by the Seller pursuant to Section 2(c) hereof;
(iv) an assignment and assumption of the Custodial Agreement
(v) an initial certification of the Custodian;
(vi) if applicable, a Security Release Certification, in the form of Exhibit D-1 F hereto, executed as requested by the Secretary or an assistant secretary Purchaser, if any of the Mortgage Loan SellerLoans have at any time been subject to any security interest, in his pledge or her individual capacityhypothecation for the benefit of such person;
(vii) a Certificate or other evidence of merger or change of name, and dated signed or stamped by the Closing Dateapplicable regulatory authority, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents if any of the Mortgage Loan SellerLoans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name;
(ivviii) A Secretaryupon request by the Purchaser, an Officer’s Certificate substantially Certificate, in the form of Exhibit D-2 C hereto, executed including all attachments thereto; and
(ix) upon request by the Secretary or Purchaser, an assistant secretary Opinion of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior Counsel to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D hereto, executed by an executive officer . The Seller shall bear the risk of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as loss of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which Documents until such time as they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used received by the Mortgage Loan Seller, the Purchaser, the Underwriters Purchaser or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireits attorneys.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Lehman XS Trust Series 2007-15n), Mortgage Loan Purchase Agreement (Lehman XS Trust Series 2007-7n)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C30), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C28)
Closing Documents. The Borrower will have delivered or caused to be delivered to the Purchaser or its designee shall have received all of the following Closing Documents, documents in such forms as are agreed upon form and acceptable substance satisfactory to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreementthe Note, duly completed and executed by the Purchaser, the Mortgage Loan Seller and BCHIBorrower;
(ii) The Indemnification Agreement, duly executed by the respective parties theretoWarrants evidencing the right to acquire the number of shares of Common Stock set forth in Section 2.2;
(iii) A Secretary’s Certificate substantially in the form certificates of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and good standing dated not more than 10 business days prior to the Closing Date, Date for the Borrower and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents each Guarantor certified by its jurisdiction of the Mortgage Loan Sellerorganization;
(iv) A Secretary’s Certificate substantially in a copy of the form Charter Documents of Exhibit D-2 heretothe Borrower and each Guarantor, executed certified by the Secretary or an assistant secretary appropriate governmental official of BCHI, in his or her individual capacity, and dated the jurisdiction of its incorporation as of a date not more than 10 Business Days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each a copy of the Mortgage Loan Seller Bylaws of the Borrower and BCHI issued each Guarantor, certified as of the Closing Date by the Secretary of State secretary or assistant secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, Borrower and upon which the Interested Parties may relyeach Guarantor;
(vi) A a certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer secretary or assistant secretary of the Mortgage Loan Seller on Borrower and each Guarantor, certifying as to the Mortgage Loan Seller’s behalf names and dated true signatures of the Closing Date, Executive Officers of the Borrower and upon each Guarantor authorized to sign this Agreement and the other Transaction Documents to which the Interested Parties may relyit is a party;
(vii) A certificate copies of BCHI substantially in the form resolutions duly adopted by the Borrower's and each Guarantor's board of Exhibit D-4 heretodirectors, executed authorizing the execution, delivery and performance by the Borrower and each such Guarantor of this Agreement and each of the other Transaction Documents to which it is a party, such other instruments and documents contemplated hereby to which the Borrower or any Guarantor is a party, and the consummation of all of the other Transactions, certified as of the Closing Date by an authorized officer Executive Officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may relyBorrower or such Guarantor;
(viii) A written opinion a certificate dated as of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to from an Executive Officer of the Interested Parties and Borrower stating that the Trustee, relating to conditions specified in this Section 4.1 have been fully satisfied by the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and Borrower or waived by the Indemnification AgreementPurchaser;
(ix) A written the opinion of special Klehr, Harrison, ▇▇▇▇▇▇, Branzburg & ▇▇▇▇▇▇ LLP, counsel for the Mortgage Loan Seller Borrower and BCHIGuarantors, dated substantially in the Closing Date and addressed to the Interested Parties and the Trusteeform set forth in Exhibit I, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, dated the Underwriters date of the Closing.
(only with respect x) certificates of insurance evidencing the existence of all insurance required to be maintained by the Preliminary Prospectus) and the Initial Purchasers (only with respect Borrower pursuant to the Preliminary Private Placement MemorandumSection 7.1(c), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and together with loss payable endorsements, all satisfactory in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially type and extent of such coverage to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;Purchaser; and
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), such other documents relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions Transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents Agreement as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 2 contracts
Sources: Convertible Note and Warrant Purchase Agreement (Environmental Tectonics Corp), Convertible Note and Warrant Purchase Agreement (Lenfest H F)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the PurchaserPurchaser (acting reasonably), the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”) (without limiting any other conditions that may apply under Section 6(ii), as applicable, ) and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILCFH;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of State of Delaware not earlier than fifteen (15) 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILCFH’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILCFH;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to WFCMSI (only with respect to the PurchaserPreliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which was approximately 1:30 p.m. (Eastern Time) on September 19, 2012 with respect to the Certificates (other than the Class X-A, Class X-B and Class R Certificates), was approximately 1:35 p.m. (Eastern Time) on September 21, 2012 with respect to the Class X-A and Class X-B Certificates and was approximately 12:03 p.m. (Eastern Time) on September 24, 2012 with respect to the Class R Certificates (collectively, as the context requires, the “Time of Sale”), contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan SellerSeller and LCFH, dated the Closing Date and addressed to the PurchaserWFCMSI, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;.
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the PurchaserWFCMSI, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loanloan related-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c29), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-C21)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2025-C64), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2024-C63)
Closing Documents. The Purchaser or its designee Administrative Agent shall have received all of on or before the following Closing DocumentsDate the following, in each dated such forms as are agreed upon date (unless otherwise specified) and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective party or parties thereto;, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:
(a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) A Secretary’s Certificate substantially in Board of Directors' resolutions and of resolutions or actions of any other body authorizing the form execution of Exhibit D-1 heretothe Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or an assistant secretary Assistant Secretary of the Mortgage Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan SellerDocuments to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in his or her individual capacitywriting by the Parent, and dated (v) any other information required by Section 326 of the Closing DateUSA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.
(b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and upon which a certificate of good standing (if applicable), each certified by the Interested Parties may relyappropriate governmental officer in its jurisdiction of incorporation, attaching thereto as exhibits (ii) bylaws, certified by the organizational documents Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Mortgage Loan Seller;
Documents to which such Borrowing Subsidiary is a party, (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 heretoan incumbency certificate, executed by the Secretary or an assistant secretary Assistant Secretary, director or other appropriate official of BCHIeach Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in his or her individual capacitywriting by the applicable Borrowing Subsidiary, and dated (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.
(c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and upon (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;could reasonably be expected to have a Material Adverse Effect.
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiid) A written opinion of in-house or independent the general counsel for of the Mortgage Loan Seller and BCHIParent, dated the Closing Date and addressed to the Interested Parties Administrative Agent and the Trustee, relating to Lenders in substantially the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery form of this Agreement and the Indemnification Agreement;Exhibit A-1.
(ixe) A written opinion of special the outside counsel for to the Mortgage Loan Seller Parent and BCHIthe Borrowing Subsidiaries, dated the Closing Date and addressed to the Interested Parties Administrative Agent and the Trustee, relating Lenders in substantially the form of Exhibit A-2.
(f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the enforceability order of this Agreement against the Mortgage Loan Seller and BCHI;each such requesting Lender.
(xg) A letter from special counsel for Written money transfer instructions, in substantially the Mortgage Loan Sellerform of Exhibit D, dated the Closing Date and addressed to the PurchaserAdministrative Agent and signed by an Authorized Officer, the Underwriters (only together with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (such other related money transfer authorizations as the same Administrative Agent may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;have reasonably requested.
(xih) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this This Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties all its attached Exhibits and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireSchedules.
Appears in 2 contracts
Sources: Credit Agreement (Cameron International Corp), Credit Agreement (Cameron International Corp)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of prior to the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectivelyClosing Date, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C57)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2020-C6), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2019-C5)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 D-1(a) hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary; and an Officer’s Certificate substantially in the form of Exhibit D-2 D-1(b) hereto, executed by the Secretary or an assistant secretary of BCHILiberty Island Group, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of Liberty Island Group authorizing the Liberty Island Group’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILiberty Island Group;
(viv) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to Liberty Island Group issued by the Secretary of State of Delaware not earlier than fifteen (15) 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf or by an executive officer of Liberty Island Group on Liberty Island Group’s behalf, and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHILiberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILiberty Island Group;
(xviii) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserWFCMSI, the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which was approximately 2:30 p.m. (Eastern Daylight Time) on March 16, 2012 with respect to the Certificates (other than the Class X-A, Class X-B and Class R Certificates), was approximately 11:00 a.m. (Eastern Daylight Time) on March 21, 2012 with respect to the Class X-A and X-B Certificates and was approximately 1:37 p.m. (Eastern Daylight Time) on March 23, 2012 with respect to the Class R Certificates (collectively, as the context requires, the “Time of Sale”), contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xiix) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserWFCMSI, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;.
(xiix) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixi) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the PurchaserWFCMSI, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loanloan related-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange ActAct of 1934, as amended; and
(xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C6), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C6)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-C22), Mortgage Loan Purchase Agreement (BBCMS 2023-C20)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-C33)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(ivc) A Secretary’s Certificate certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date;
(d) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary managing member of BCHI, in his or her individual capacity, the Seller and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to Purchaser and each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties Underwriter may rely;
(vie) A certificate written opinion of counsel for the Mortgage Loan Seller Seller, substantially in the form of Exhibit D-3 hereto, executed D- 3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIacceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Interested Parties Purchaser and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreementeach Underwriter;
(ixf) A written opinion Any other opinions of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered reasonably requested by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization issuance of the transfer Certificates, each of which shall include the Mortgage Loans hereunder Purchaser and each Underwriter as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereofan addressee;
(xiiig) One or more agreed-upon procedures letters from a nationally recognized firm A guaranty agreement substantially in the form of certified public accountants acceptable to Exhibit E hereto (the Underwriters "Guaranty Agreement") duly executed and delivered by ContiFinancial Corporation (the "Guarantor") in favor of the Purchaser and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents beneficiaries referred to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Acttherein; and
(xvh) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the among GMAC Commercial Mortgage Loan Seller or the Mortgage LoansCorporation ("GMACCM"), the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansPurchaser (the "Supplemental Agreement"), duly executed and delivered by GMACCM, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters and any certificate or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actopinion required thereunder; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser or the Seller may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. (a) The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicablefollowing, and upon which such Interested Parties may relycan only be waived and modified by mutual consent of the parties hereto:
(ib) This Agreement, duly executed and delivered by the PurchaserPurchaser and the Seller, and the Mortgage Loan Seller Pooling and BCHI;
(ii) The Indemnification Servicing Agreement, duly executed and delivered by the respective Purchaser and all the other parties thereto;; and
(iiic) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, A-1 executed by the Secretary or an assistant secretary authorized officer of the Mortgage Loan Seller, Seller in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Banc of America, Merrill Lynch, SSB and BACM may rely, attaching thereto as exhibits the organizational ▇▇▇ ▇▇▇a▇▇▇▇▇ional documents of the Mortgage Loan Seller;; and
(ivd) Certificate of good standing regarding the Seller from the Secretary of State of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; and
(e) A Secretary’s Certificate certificate of the Seller respectively substantially in the form of Exhibit D-2 A-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, Banc of America, SSB and Merrill Lynch may rely, attaching thereto as exhibits the organizational documents of BCHI;; and
(vf) A certificate of good standing with respect to each of One or more written opi▇▇▇▇▇ ▇f ▇▇▇▇sel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller in substantially in the form of set forth in Exhibit D-3 hereto, executed A-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed each as reasonably acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Banc of America, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumSSB, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage LoansMerrill Lynch, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;Trustees and each Rating Agency; and
(xi▇) A letter from special ▇▇y ▇▇▇▇r opinions of counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered reasonably requested by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, including, but not limited to, with respect to duly executed by the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;respective parties thereto; and
(xiiij) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable toto the Purchaser, the Interested Parties (other than the Rating Agencies)Banc of America, SSB, Merrill Lynch, Bank of America and BCRF stating in effect that, using the assumptions usin▇ ▇▇▇ ▇s▇▇▇▇▇ions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;.
(xivk) If any That certain indemnity agreement, dated as of the Certificates are “mortgage related securities” within date hereof, (the meaning "Outrigger Indemnity Agreement") executed by the Seller on behalf of the Secondary Mortgage Market Enhancement Act of 1984, Trust attached as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireExhibit C-1 hereto.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc)
Closing Documents. The
(a) On or before the Initial Closing Date, the Seller shall submit to the Purchaser or its designee shall have received all fully executed originals of the following Closing Documentsdocuments:
(1) this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIfour counterparts;
(ii2) The Indemnification the Custodial Agreement, duly executed by in six counterparts, in the respective parties theretoform attached as Exhibit 6 hereto;
(iii3) A Secretarya Custodial Account Letter Agreement in the form attached as Exhibit 7 hereto;
(4) as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto;
(5) an Officer’s Certificate substantially Certificate, in the form of Exhibit D-1 1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Sellerincluding all attachments thereto;
(iv6) A Secretary’s Certificate substantially an Opinion of Counsel to the Seller, in the form of Exhibit D-2 2 hereto; and
(7) the Seller’s underwriting guidelines.
(b) The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents:
(1) the related Confirmation;
(2) the related Mortgage Loan Schedule, executed by one copy to be attached hereto and one copy to be attached to the Secretary or an assistant secretary Custodian’s counterpart of BCHIthe Custodial Agreement, in his or her individual capacity, and dated as the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIMortgage Loan Schedule thereto;
(v3) A certificate of good standing with respect to each of a Custodian’s Trust Receipt and Initial Certification, as required under the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior Custodial Agreement, in a form acceptable to the Closing Date, and upon which the Interested Parties may relyPurchaser;
(vi4) A certificate of the Mortgage Loan Seller substantially an Officer’s Certificate, in the form of Exhibit D-3 1 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may relyincluding all attachments thereto;
(vii5) A certificate if requested by the Purchaser, an Opinion of BCHI substantially Counsel to the Seller, in the form of Exhibit D-4 2 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii6) A written opinion if requested by the Purchaser, an Opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed Counsel to the Interested Parties and the TrusteeCustodian, relating in a form acceptable to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification AgreementPurchaser;
(ix7) A written opinion a Security Release Certification, in the form of special counsel for the Mortgage Loan Seller and BCHIExhibit 3 hereto executed by any Person, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to as requested by the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, if any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true salehas at any time been subject to any security interest, with each pledge or hypothecation for the benefit of such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereofPerson;
(xiii) One 8) a certificate or more agreed-upon procedures letters from a nationally recognized firm other evidence of certified public accountants acceptable to the Underwriters and the Initial Purchasersmerger or change of name, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used signed or stamped by the Mortgage Loan Sellerapplicable regulatory authority, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If if any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans were acquired by specified originators as set forth in Section 3(a)(41) of the Exchange ActSeller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; and
(xv9) Such further certificates, opinions an Assignment and documents as Conveyance in the Purchaser may reasonably request or any Rating Agency may requireform of Exhibit 4 hereto.
Appears in 1 contract
Sources: Master Mortgage Loan Purchase and Interim Servicing Agreement
Closing Documents. The Purchaser or its designee shall have received all At the time of closing of the Loan, Borrower and Guarantor shall furnish the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”)"Closing Documents") in form satisfactory to Lender:
(a) This Loan Agreement;
(b) The Note executed by ▇▇▇▇▇▇▇▇;
(c) The Deed of Trust covering the Property, as applicableexecuted by ▇▇▇▇▇▇▇▇;
(d) The Assignment covering the Property, executed by ▇▇▇▇▇▇▇▇ and upon which such Interested Parties may rely:▇▇▇▇▇▇;
(e) The Security Agreement covering the Personal Property, executed by ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇;
(f) The Pledge and Security Agreement covering the stock of Borrower, executed by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇;
(g) UCC-1 Financing Statement(s) for recording in the County Clerk's office of El Paso County, Texas, Secretary of State's offices in Austin, Texas and Secretary of State's Office of Santa Fe, New Mexico;
(h) Guaranty Agreement executed by Guarantor;
(i) This Statutory Notice of No Oral Agreements;
(j) Acknowledgment of Non-Representation by ▇▇▇▇▇▇'s Counsel;
(k) A Mortgagee's Policy issued by Lawyers Title of El Paso, Inc. (the "Title Company"), in the amount of $450,000.00, containing only such exceptions as may be approved in writing by ▇▇▇▇▇▇, insuring the liens of Lender as first and prior liens with respect to the Property;
(1) A Plat based on a survey by a licensed engineer or surveyor satisfactory to Lender, showing the boundaries of the Property, locations of all improvements and all easements, containing only those exceptions approved in writing by ▇▇▇▇▇▇;
(in) Unanimous Consent of the Board of Directors and Shareholders of Borrower evidencing the authorization of Borrower to obtain the Loan from Lender and to execute the documents contemplated herein to be signed between ▇▇▇▇▇▇▇▇ and Lender with respect to the Loan and the transactions contemplated hereby;
(n) Evidence of the approval by the Small Business Administration ("SBA") and the Upper Rio Grande Development Company ("CDC") of the terms of this Loan, the loan documents to be executed in connection herewith, and the proposed permanent financing in an amount not to exceed $350,000.00 to be provided by the Bank to Borrower (the "Bank Permanent Loan"), which Bank Permanent Loan is to be funded in conjunction with that certain loan to be provided to the Borrower (the "SBA Loan") under the terms of the SEA Loan Authorization and Guaranty Agreement (as hereinafter defined);
(o) Unless waived in writing by Bank at the time of Closing, an executed SBA Loan Authorization and Guaranty Agreement for the United States Small Business Administration Upper Rio Grande Development Company, Loan Program 504 of the Small Business Investment Act of 1958, signed on behalf of the SEA (the "Loan Authorization and Guaranty Agreement"), pertaining to a permanent, partial takeout commitment with respect to the Loan in an amount not less than $250,000.00;
(p) An appraisal of the Property prepared by an MAI certified appraiser licensed to do business in the State of Texas, approved by ▇▇▇▇▇▇, opining that the Property has a fair market value of at least $775,000.00;
(q) An executed Environmental Indemnity Agreement in the form attached hereto as Exhibit "C" dated concurrently with this Agreement, duly executed by the PurchaserBorrower in favor of Bank, whereby such parties agree to indemnify and hold harmless Bank from the Mortgage Loan Seller and BCHIconsequences of any Hazardous Materials (as defined in the Environmental Indemnity Agreement), in, on, under or about the Property;
(iir) The Indemnification Agreement, duly executed Such evidence as Bank may require to confirm receipt by Borrower of a satisfactory efficiency and safety rating from Electronics Testing Lab and the respective parties theretoAmerican Refrigeration Institute;
(iiis) A Secretary’s Certificate substantially All documentation that may be reasonably requested by Bank with respect to the ongoing environmental proceedings relating to the property owned by Guarantor in Rockaway, New Jersey (the form of Exhibit D-1 hereto, executed by "New Jersey Property") and with respect to the Secretary or an assistant secretary environmental condition of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerProperty;
(ivt) A Secretary’s Certificate substantially in Such UCC lien searches with respect to Borrower and Guarantor as Lender may reasonably require; (u) Unanimous Consent of the form Board of Exhibit D-2 hereto, executed Directors of Guarantor evidencing the approval of the guaranty and pledge of stock by the Secretary Guarantor of the Loan and that the execution and delivery of such Guaranty Agreement and Pledge and Security Agreement will benefit Guarantor, either directly or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIindirectly;
(v) A certificate Evidence satisfactory to Bank of the corporate existence and current corporate good standing with respect of Borrower and Guarantor in the States of Delaware and New York, respectively, and the qualification and good standing of Borrower to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of transact business in the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may relyTexas;
(viw) A certificate Evidence satisfactory to Bank of the Mortgage Loan Seller substantially injection of capital by the Borrower into the Property in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house amount greater than or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed equal to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI$108,785.00;
(x) A letter from special counsel for Evidence satisfactory to Bank that any remodeling of any improvements on the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended Property or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection additional improvements constructed thereon conform with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActNational Earthquake Hazards Reduction Program; and
(xvy) Such further certificates, opinions and other information and/or documents as the Purchaser Lender may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Loan Agreement (Rti Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, BCHI dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c31)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The the Indemnification Agreement, Agreement duly executed and delivered by the respective parties theretoSeller, the Purchaser and each of SSBI, Greenwich Capital, CSFB, J.P. Morgan and Wachovia Securities.
(c) the ▇▇▇▇▇▇▇ ▇▇▇ Servicing Agreement duly executed and delivered by SBMS VII, the Master Servicer, the Special Servicer and the Trustee;
(iiid) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, SSBI, Greenwich Capital, CSFB, J.P. Morgan, Wachovia Securities and the Rating Agencies (collectively, th▇ "▇▇▇erested Parties") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below;
(ive) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Delaware dated not earlier than 10 days prior to the Closing Date;
(f) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viig) A certificate resolutions of BCHI substantially the Seller authorizing the transactions contemplated by this Agreement, which resolutions will be in the form full force and effect, and will not have been rescinded, as of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiih) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISidley Austin Brown & Wood, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of as special counsel for the Mortgage Loan Seller Seller, substantially ▇▇ ▇▇▇ ▇▇▇▇ of ▇▇▇ibit D-3A hereto (with any modifications required by any Rating Agency, and BCHIsubject to such reasonable assumptions, dated the Closing Date qualifications and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special limitations as may be requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Preliminary ProspectusPooling and Servicing Agreement and each of the other Interested Parties;
(i) and the Initial Purchasers such other written opinions as may be required by either Rating Agency (only with respect including, without limitation, a favorable opinion as to the Preliminary Private Placement Memorandum"true sale" characterization of the transfer of the Mortgage Loans contemplated by this Agreement);
(j) a written letter of Sidley Austin Brown & Wood, as special counsel to the Seller, substantially ▇▇ ▇▇▇ ▇▇▇▇ of ▇▇▇▇bit D-3B, relating to the information disclosure in the Prospectus regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan SellerAMCC, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) Purchaser and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions each of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and (except for the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;Rating Agencies); and
(xiiik) One one or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants' comfort letters, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed toaddressed, and in form and substance acceptable toreasonably acceptable, the Interested Parties (other than the Rating Agencies)to SSBI, stating in effect thatGreenwich Capital, using the assumptions CSFB, J.P. Morgan and methodology used by the Mortgage Loan SellerWachovia Securities, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents relating to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage rega▇▇▇▇▇ ▇▇▇ ▇ortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth contained in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirestatistical nature.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Salomon Brothers Mortgage Securities Vii Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(413(a) (41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-C32)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C49)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(413(a) (41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c34)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in form and substance reasonably acceptable to CSFB Mortgage Securities, CSFB LLC, the form other Underwriters and the Rating Agencies (collectively, for purposes of Exhibit D-1 heretothis Section 7, the "Interested Parties"), executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacitycapacity on behalf of the Seller, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits an exhibit the organizational documents By-Laws of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each corporate existence from Comptroller of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware Currency not earlier than fifteen (15) 120 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in form and substance reasonably acceptable to the form of Exhibit D-3 heretoInterested Parties, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate , which sets forth that the representations and warranties of BCHI substantially the Seller in this Agreement and the form Indemnification Agreement are true and correct in all material respects as of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, subject to the exceptions set forth in Schedule C-1 and upon which the Interested Parties may relySection 18;
(viiivi) A a written opinion or opinions of counsel for the Seller (which may include an opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIcounsel), dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution which opinions shall be in form and delivery of this Agreement and substance reasonably acceptable to the Indemnification Agreementaddressees;
(ixvii) A written opinion of a letter from Stinson Morrison Hecker LLP special counsel for the Seller, dat▇▇ ▇▇▇ C▇▇▇▇▇▇ ▇a▇▇ ▇▇▇ addressed to CSFB Mortgage Loan Seller Securities, CSFB LLC and BCHIthe other Underwriters, which letter shall be in form and substance reasonably acceptable to the recipient;
(viii) one or more comfort letters from Ernst & Young LLP, certified public accountants, dated the Closing Date date of any preliminary Prospectus Supplement and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xivix) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller;
(x) a written certificate or certificates of the Purchaser dated the Closing Date in form and substance reasonably acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and
(xi) such other certificates of the Purchaser's officers, such opinions of the Purchaser's counsel (which may include in-house counsel) and such other documents required to evidence its fulfillment of the conditions set forth in this Agreement as the Seller or its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse First Boston Mor Sec Corp Com Cer Ser 2003-C3)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C15)
Closing Documents. The On or before the Closing Date, each Seller shall submit to the Purchaser or its designee shall have received all fully executed originals of the following Closing Documentsdocuments:
(a) this Agreement;
(b) each Custodial Agreement;
(c) the Servicing Agreement;
(d) the Trust Agreement;
(e) an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto;
(f) an Opinion of Counsel to such forms Seller and the Servicer, in the form of Exhibit 2 hereto;
(g) the related Mortgage Loan Schedule and REO Property Schedule, one copy to be attached hereto and one copy to be attached to each Custodian’s counterpart of the Custodial Agreement, as are agreed upon the Mortgage Loan Schedule thereto and REO Property Schedule;
(h) each Custodian’s trust receipt and final certification or similar document, as required under the Custodial Agreements, in a form acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:Trustees;
(i) This Agreementa Security Release Certification, duly in the form of Exhibit 3 hereto executed by any Person, as requested by the PurchaserTrustees or the Administrator, if any of the Mortgage Loan Seller and BCHIAssets has at any time been subject to any security interest, pledge or hypothecation (other than any Existing Lien) for the benefit of such Person;
(iij) The Indemnification Agreementa certificate or other evidence of merger or change of name, duly executed signed or stamped by the respective parties theretoapplicable regulatory authority, if any of the Assets were acquired by any Seller by merger or acquired or originated by any Seller while conducting business under a name other than its present name, if applicable;
(iiik) A Secretary’s Certificate an Assignment and Conveyance relating to all Assets conveyed by such Seller in the form of Exhibit 4 hereto;
(l) a Confidentiality Agreement, executed and delivered by the Purchaser and the Servicer, in the form of Exhibit J to the Servicing Agreement;
(m) a UCC-1 financing statement, in form and substance satisfactory to the Administrator;
(n) a Notice of Termination, executed and delivered by the parties thereto, relating to Franklin Credit Trust Series I, substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller5;
(ivo) A Secretary’s Certificate a Notice of Termination, executed and delivered by the parties thereto, relating to Tribeca Lending Trust Series I, substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI5;
(vp) A certificate of good standing with respect to each of the Mortgage Loan Seller a Release Notice, executed and BCHI issued delivered by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior parties thereto, relating to the Closing DateFranklin Credit Trust Series I, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely6;
(viiq) A certificate of BCHI a Release Notice, executed and delivered by the parties thereto, relating to Tribeca Lending Trust Series I, substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act6; and
(xvr) Such further certificatesa Registration Instruction Letter, opinions executed and documents as delivered by the Purchaser may reasonably request or any Rating Agency may requireSellers, in substantially the form of Exhibit 7.
Appears in 1 contract
Sources: Transfer and Assignment Agreement (Franklin Credit Holding Corp/De/)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Seller regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of L▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of L▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of L▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of L▇ ▇▇▇▇ on L▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C52)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 EXHIBIT D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the Interested Parties other Underwriters and the Rating Agencies (collectively, for purposes of this SECTION 7, the "INTERESTED PARTIES") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s a Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 EXHIBIT D-1B hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiv) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementEXHIBIT D-2A hereto;
(ixvi) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiivii) One a letter from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of EXHIBIT D-2B hereto;
(viii) one or more agreed-upon procedures comfort letters from a nationally recognized firm of PricewaterhouseCoopers LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvix) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIGSCII;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, GSCII in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of GSCII authorizing GSCII’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHIGSCII;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI GSCII issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI GSCII substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI GSCII on BCHIGSCII’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIGSCII’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIGSCII;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed agreed-upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed agreed-upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed agreed-upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed agreed-upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILC Guarantor;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, LC Guarantor in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHILC Guarantor;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI LC Guarantor issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI LC Guarantor substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI LC Guarantor on BCHILC Guarantor’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILC Guarantor, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILC Guarantor, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILC Guarantor;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26)
Closing Documents. The Purchaser or its designee Seller shall have received all delivered to the Purchaser:
(a) copies of the following Closing Documentsresolutions, certified by a duly authorized officer of the Seller, duly adopted by the Seller’s Board of Directors authorizing and approving this Agreement and the agreements, instruments, documents and transactions contemplated hereby;
(b) an Assignment and Assumption of Deposit Liabilities Agreement signed by a duly authorized officer of the Seller in such forms as are agreed upon and acceptable substantially the form set forth in Exhibit 5.6(b);
(c) evidence of payment to the Purchaser, by wire transfer in immediately available funds to an account designated by the UnderwritersPurchaser, of the Initial Purchasers Estimated Purchase Price, if the Estimated Purchase Price is positive;
(d) an Assignment and Assumption of Contracts Agreement signed by a duly authorized officer of the Rating Agencies Seller in substantially the form set forth in Exhibit 5.6(d);
(collectivelye) a ▇▇▇▇ of Sale signed by a duly authorized officer of the Seller in substantially the form set forth in Exhibit 6.6(e);
(f) a FIRPTA affidavit, signed by a duly authorized officer of the “Interested Parties”Seller in substantially the form of Exhibit 6.6(f);
(g) the special warranty deeds signed by a duly authorized officer of the Seller with respect to the Owned Real Property, subject only to the Permitted Exceptions;
(h) such other bills of sale, assignments and other instruments and documents as applicablecounsel for the Purchaser may reasonably require as necessary or desirable for transferring, assigning and upon which such Interested Parties may rely:conveying to the Purchaser good and marketable title to the Assets;
(i) This Agreementlistings of the Deposit Liabilities as of the close of business on the Measurement Date (the “Deposit Listings”) in a paper format or utilizing such other method of information transfer as the Parties may mutually agree, duly executed by the Purchaserwhich Deposit Listings shall include account number, the Mortgage Loan Seller outstanding principal balance, accrued interest, and BCHIother pertinent information;
(iij) The Indemnification Agreementlistings of the Loans as of the close of business on the Measurement Date (the “Loan Listings”) in a paper format or utilizing such other method of information transfer as the Parties may mutually agree, which Loan Listings shall include account number, outstanding principal balance, accrued interest, and other pertinent information; a single assignment instrument for all, notes and liens for real estate and other secured loans; original promissory notes or other appropriate documents evidencing each Loan each endorsed with a separate allonge, signed by a duly executed by authorized officer of the respective parties theretoSeller in substantially the form of Exhibit 6.6(j), evidencing the assignment of such Loan from the Seller to the Purchaser; and such other documents evidencing the transfer to the Purchaser all of the Seller’s interest in all of the Loans to be transferred at the Closing, the security therefor and the other rights of Seller pertaining thereto as the Purchaser shall have reasonably requested;
(iiik) A Secretary’s Certificate substantially such books and records as are capable of being delivered to the Purchaser (it being understood that after the Closing Date, the Seller shall provide the Purchaser with reasonable access to any books and records which are not capable of being transferred to the Purchaser at the Closing and will thereafter promptly transfer such books and records to the Purchaser);
(l) a Limited Power of Attorney signed by a duly authorized officer of the Seller in the form of Exhibit D-1 hereto, executed by 6.6(l) to effectuate the Secretary or an assistant secretary assignment of the Mortgage Loan Seller, Loans (including the security interest in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Sellerall collateral therefor);
(ivm) A Secretary’s Certificate substantially in the form of Exhibit D-2 heretostate, executed by the Secretary or an assistant secretary of BCHIcounty and, in his or her individual capacityif applicable, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHImunicipal transfer tax declarations;
(vn) A certificate of good standing with respect to a final title insurance policy for each Owned Real Property or a binding ▇▇▇▇-up of the Mortgage Loan Seller and BCHI issued Commitment or proforma title insurance policy for each Owned Real Property signed by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may relyTitle Insurer;
(vio) A certificate executed counterparts of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf Consents and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel all other consents required for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery consummation of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicablehereby, all of which shall be described in such letters, form and which shall include a comparison of certain mortgage loan-related documents substance reasonably satisfactory to the information Purchaser;
(p) estoppels from the landlords of the Leased Property and from any tenant and subtenants of the Seller at any Real Property;
(q) Financial Statements of the Branches as of the Measurement Date;
(r) an Assignment, Transfer and Appointment of Successor Custodian Agreement with respect to the transfer of ▇▇▇ accounts in substantially the form set forth in the Master Tape (as defined in the Indemnification AgreementExhibit 5.6(f), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvs) Such further certificatesall other agreements, opinions instruments and documents executed or delivered by the Seller as are required by this Agreement to consummate the Purchaser may reasonably request or any Rating Agency may requiretransactions contemplated hereby.
Appears in 1 contract
Sources: Branch Purchase and Assumption Agreement (First Mid Illinois Bancshares Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Seller regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware New York not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C12)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C18)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Private Placement Memorandum), the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
Closing Documents. The Purchaser On or its designee before the Closing Date, the Bank shall have received all of and approved the following Closing Documentsdocuments or materials, each of which shall be in such forms as are agreed upon form and acceptable substance satisfactory to the PurchaserBank and, where appropriate, duly executed (and acknowledged where necessary) and delivered by the Underwriters, the Initial Purchasers and the Rating Agencies appropriate parties thereto:
(collectively, the “Interested Parties”)a) executed or certified copies, as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by of each of the Purchaser, the Mortgage Loan Seller and BCHIAuthority Documents;
(iib) The Indemnification Agreementcertificates of the Chief Executive Officer or Chief Financial Officer of the Authority and the Chief Executive Officer, duly executed by Chief Financial Officer or Secretary of the respective parties theretoLIPA Subsidiary, each dated as of the Closing Date in the forms attached hereto as Exhibit C and Exhibit D, respectively;
(iiic) A Secretary’s Certificate substantially in the form an opinion of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and Bond Counsel dated the Closing Date, and upon which addressed to the Interested Parties may relyBank, attaching thereto in the form attached hereto as exhibits the organizational documents of the Mortgage Loan SellerExhibit E;
(ivd) A Secretary’s Certificate substantially in an opinion of Counsel to the form of Exhibit D-2 heretoAuthority and to the LIPA Subsidiary, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which addressed to the Interested Parties may relyBank, attaching thereto in the form attached hereto as exhibits Exhibit F;
(e) certified copies of the organizational documents of BCHIthe Authority certified by its Secretary or Chief Executive Officer;
(vf) A certificate of good standing with respect to each certified copies of the Mortgage Loan Seller and BCHI issued by the Secretary of State organizational documents of the State LIPA Subsidiary certified by its Secretary or Chief Executive Officer;
(g) (i) evidence that, as of Delaware not earlier than fifteen (15) days prior to the Closing Date, the 2015 GR-6 Notes have been given a rating of not less than “P-1” by ▇▇▇▇▇’▇ and upon “A-1” by S&P; and (ii) recent evidence (which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially be in the form of Exhibit D-3 heretorecent ratings letters or a screen shot of such ratings) that the Bonds have been given an unenhanced long-term debt rating of not less than “A3”, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date“A-”, and upon which “A-” by at least two of ▇▇▇▇▇’▇, S&P, and Fitch, respectively (the Interested Parties may rely“Bond Rating Evidence”);
(viih) A certificate satisfactory evidence that (i) a separate CUSIP number has been assigned to the Bank Note and (ii) at least one of BCHI substantially in ▇▇▇▇▇’▇ and Fitch has assigned to the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may relyBank Note a long-term rating equal to or higher than investment grade;
(viiii) A written opinion copies of in-house or independent counsel for all the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification AgreementDisclosure Materials;
(ixj) A written opinion reimbursement for all fees and expenses incurred by the Bank in connection with issuance of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties Letter of Credit and the Trustee, relating to transactions contemplated herein in accordance with Section 2.2 hereof and the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFee Annex attached hereto;
(xk) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed evidence satisfactory to the Purchaser, Bank that no lawsuits or governmental actions other than those referenced in Section 4.3 hereof are pending against the Underwriters (only with Authority in respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended 2015 GR-6 Notes, or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereofDocuments;
(xiiil) One or more agreed-upon procedures letters from a nationally recognized firm evidence that the State Comptroller has duly approved this GR Reimbursement Agreement in accordance with Section 112 of certified public accountants acceptable to the Underwriters New York State Finance Law and that this GR Reimbursement Agreement has been filed in his office (and the Initial Purchasersexecution by the State Comptroller of this GR Reimbursement Agreement will be deemed to constitute such evidence); and
(m) such other documents, dated (A) agreements, instruments, certificates and opinions as the date of the Preliminary Prospectus and the Preliminary Private Placement MemorandumBank may reasonably require. All documents, certificates, opinions, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and instruments referred to above shall be in form and substance acceptable to, satisfactory to both the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions Bank and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireits counsel.
Appears in 1 contract
Sources: Reimbursement Agreement
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than fifteen (15) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiivi) A written opinion of in-house or independent counsel for to the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency);
(ixvii) A written opinion of special counsel for Cadwalader, Wickersham & Taft, specia▇ ▇▇▇nse▇ ▇▇r the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xviii) A letter from special counsel for written opinion of Cadwalader, Wickersham & Taft, specia▇ ▇▇▇nse▇ ▇▇r the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3C hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingrequired by either Rating Agency);
(xiix) A letter from special counsel Cadwalader, Wickersham & Taft, specia▇ ▇▇▇▇▇▇▇ for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, Interested Parties (other than the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement MemorandumRating Agencies), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light form of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3D hereto;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial PurchasersArthur Andersen LLP, cert▇▇▇▇▇ ▇▇▇▇ic accountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies)CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Ser 2001-Ck3)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHIGSCII;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, GSCII in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIGSCII;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI GSCII issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI GSCII substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI GSCII on BCHIGSCII’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIGSCII’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIGSCII;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(413(a) (41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-C32)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of L▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of L▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of L▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of L▇ ▇▇▇▇ on L▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of prior to the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectivelyClosing Date, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 EXHIBIT D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the Interested Parties other Underwriters and the Rating Agencies (collectively, for purposes of this SECTION 7, the "INTERESTED PARTIES") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 EXHIBIT D-1B hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementEXHIBIT D-2A hereto;
(ixvii) A a written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the enforceability Pooling and Servicing Agreement, which opinion shall be substantially in the form of this Agreement against the Mortgage Loan Seller and BCHIEXHIBIT D-2B hereto;
(xviii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiiix) One a letter from Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of EXHIBIT D-2C hereto;
(x) one or more agreed-upon procedures comfort letters from a nationally recognized firm of PricewaterhouseCoopers LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Closing Documents. (a) The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicablefollowing, and upon which such Interested Parties may rely:can only be waived and modified by mutual consent of the parties hereto;
(ib) This Agreement, duly executed and delivered by the PurchaserPurchaser and the Seller, and the Mortgage Loan Seller Pooling and BCHI;
(ii) The Indemnification Servicing Agreement, duly executed and delivered by the respective Purchaser and all the other parties thereto;; and
(iiic) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, A-1 executed by the Secretary or an assistant secretary authorized officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Banc of America, Merrill Lynch, SSB and BACM may rely, attaching thereto as exhibits the organizational ▇▇▇ ▇▇▇a▇▇▇▇▇ional documents of the Mortgage Loan Seller;; and
(ivd) Certificate of good standing regarding the Seller from the Comptroller of Currency dated not earlier than 30 days prior to the Closing Date; and
(e) A Secretary’s Certificate certificate of the Seller respectively substantially in the form of Exhibit D-2 A-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, Banc of America, SSB and Merrill Lynch may rely, attaching thereto as exhibits the organizational documents of BCHI;; and
(vf) A certificate of good standing with respect to each of One or more written opi▇▇▇▇▇ ▇f ▇▇▇▇sel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller in substantially in the form of set forth in Exhibit D-3 hereto, executed A-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed each as reasonably acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Banc of America, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumSSB, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage LoansMerrill Lynch, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;Trustees and each Rating Agency; and
(xi▇) A letter from special ▇▇y ▇▇▇▇r opinions of counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered reasonably requested by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, including, but not limited to, with respect to duly executed by the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;respective parties thereto; and
(xiiij) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable toto the Purchaser, the Interested Parties (other than the Rating Agencies)Banc of America, SSB, Merrill Lynch, BCRF and PMCF stating in effect that, using the assumptions and methodology assum▇▇▇▇▇▇ a▇▇ ▇▇thodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILC Guarantor;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, LC Guarantor in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHILC Guarantor;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI LC Guarantor issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI LC Guarantor substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI LC Guarantor on BCHILC Guarantor’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILC Guarantor, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILC Guarantor, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILC Guarantor;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C28)
Closing Documents. The (a) On or before the Initial Closing Date, the Seller shall submit to the Initial Purchaser or its designee shall have received all fully executed originals of the following Closing Documentsdocuments:
1. this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIfour counterparts;
(ii) The Indemnification Agreement, duly executed by 2. a Custodial Account Letter Agreement in the respective parties theretoform attached as Exhibit 7 hereto;
(iii) A Secretary3. as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto;
4. an Officer’s Certificate substantially Certificate, in the form of Exhibit D-1 1 hereto, executed by including all attachments thereto;
5. an Opinion of Counsel to the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated such form as mutually agreed upon by the parties; and
6. the Underwriting Guidelines.
(b) The Closing Date, and upon which Documents for the Interested Parties may rely, attaching thereto as exhibits the organizational documents Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents:
1. the related Confirmation;
2. the related Mortgage Loan SellerSchedule;
(iv) A Secretary3. a Custodian’s Certificate substantially trust receipt, as required under the Custodial Agreement, in a form acceptable to the Initial Purchaser;
4. an Officer’s Certificate, in the form of Exhibit D-2 1 hereto, executed including all attachments thereto;
5. if requested by the Secretary or Initial Purchaser, an assistant secretary Opinion of BCHICounsel to the Seller, in his or her individual capacity, and dated such form as mutually agreed upon by the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIparties;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date6. a Security Release Certification, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, 3 hereto executed by an executive officer any Person, as requested by the Initial Purchaser, if any of the Mortgage Loan Seller on Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person;
7. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loan Seller’s behalf and dated Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;
8. any modifications, amendments or supplements to the Underwriting Guidelines following the Initial Closing Date, ; and
9. an Assignment and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially Conveyance in the form of Exhibit D-4 4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates10. in the event that the Seller’s Underwriting Guidelines have been modified following delivery to the Initial Purchaser, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirean updated copy of such Underwriting Guidelines.
Appears in 1 contract
Sources: Assignment, Assumption and Recognition Agreement (Hsi Asset Securitization Corp)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe Additional Party;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s each of the certificates, opinions and documents required to be delivered by or on behalf of the Seller pursuant to clauses (iii), (iv) (v), (vi) and (vii) of Section 7 of the Other MLPA;
(iv) an Officer's Certificate substantially in the form of Exhibit D-1 D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan SellerAdditional Party, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB LLC, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Additional Party authorizing the Additional Party's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIAdditional Party;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Additional Party issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than fifteen (15) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate a Certificate of the Mortgage Loan Seller Additional Party substantially in the form of Exhibit D-3 D-1B hereto, executed by an executive officer of the Mortgage Loan Seller Additional Party on the Mortgage Loan Seller’s Additional Party's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIAdditional Party, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementExhibit D-2A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(ixviii) A a written opinion of Phillips, Lytle, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHIAdditional Party, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the enforceability Pooling and Servicing Agreement, which opinion shall be substantially in the form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-2B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xix) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller or the Additional Party to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Exhibit A-1 Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB LLC, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB LLC, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiix) One a letter from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Additional Party, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB LLC and the other Underwriters, which letter shall be substantially in the form of Exhibit D-2C hereto;
(xi) one or more agreed-upon procedures comfort letters from a nationally recognized firm of Ernst & Young LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumConfidential Offering Circular, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumConfidential Offering Circular, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumConfidential Offering Circular, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumConfidential Offering Circular, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxii) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser, the Seller and the Additional Party.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CSFB Mortgage Sec Corp Comm Mort Ps THR Cert Ser 2003-Ck2)
Closing Documents. The Purchaser or its designee Without limiting the generality of Section 8 hereof, the closing shall have received all be subject to delivery of each of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relydocuments:
(ia) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, in form satisfactory to and upon which the Interested Parties Originator, the Purchaser and Salomon Smith Barney Inc. and Morgan Stanley & Co. I▇▇▇▇▇▇r▇▇▇▇ (the "Underwriters") may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Sellercertificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California;
(ivb) A Secretary’s An Officer's Certificate substantially in of the form of Exhibit D-2 heretoSeller, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, in form satisfactory to and upon which the Interested Parties Originator, the Purchaser and the Underwriters may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of BCHIthe Mortgage Loans by the Seller to the Purchaser;
(vc) A certificate An Opinion of good standing with respect to each Counsel of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, in form satisfactory to and upon which addressed to the Interested Parties may relyOriginator, the Purchaser and the Underwriters;
(viid) A certificate An Officer's Certificate of BCHI substantially in the form of Exhibit D-4 heretoOriginator, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, in form satisfactory to and upon which the Interested Parties Seller, the Purchaser and the Underwriters may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation;
(viiie) A written An opinion of in-house or independent counsel for Counsel of the Mortgage Loan Seller and BCHIOriginator, dated the Closing Date Date, in form satisfactory to and addressed to the Interested Parties Seller, the Purchaser and the Trustee, relating Underwriters;
(f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Mortgage Loan Purchaser or the Seller’s and BCHI’s due authorization, 's execution and delivery of of, or performance under, this Agreement and the Indemnification Agreement;
(ixg) A written opinion An Officer's Certificate of special counsel for the Mortgage Loan Seller and BCHIMaster Servicer, dated the Closing Date, in form satisfactory to and upon which the Originator, the 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;
(h) An Officer's 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 will be true and correct and no event has occurred with respect to the Master Servicer that would constitute an Event of Default thereunder;
(i) An Opinion of Counsel of the Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Interested Parties Originator, the Purchaser and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIUnderwriters;
(xj) A letter from special counsel for the Mortgage Loan SellerPricewaterhouseCoopers L.L.P., dated the Closing Date and addressed to the Purchasercertified public accountants, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention they have performed certain specified procedures as a result of which they determined that would lead such special counsel to believe that certain information of an accounting, financial or statistical nature set forth the agreed upon portions of Depositor's prospectus supplement for Series 2002-1, dated February 22, 2002 (the Preliminary "Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein Supplement") relating to the Mortgage Loan Seller or Offered Certificates contained under the Mortgage Loans, caption "Pooling and Servicing Agreement--The Master Servicer" agrees with the related borrowers or the related Mortgaged Properties, in the light records of the circumstances under which they were made, not misleadingMaster Servicer;
(xii) A letter from special counsel for the Mortgage Loan SellerKPMG L.L.P., dated the Closing Date and addressed to the Purchasercertified public accountants, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions they have performed certain specified procedures as a result of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were madedetermined that certain information of an accounting, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers financial or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and statistical nature set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations Supplement relating to the corresponding items in Offered Certificates contained under the Preliminary Prospectus and captions "Summary--The Mortgage Loans," "Risk Factors," (to the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results extent of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of information concerning the Mortgage Loans by specified originators as set forth in Section 3(a)(41contained therein) "The Mortgage Pool" agrees with the records of the Exchange ActSeller and the information contained under the caption "The Originator" agrees with the records of the Originator; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (New Century Home Equity Loan Trust Series 2002-1)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe Additional Party;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which PSSFC, ▇▇▇▇▇▇▇ ▇▇▇▇▇, SSBI and the Rating Agencies (collectively, the "Interested Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Seller;
(iv) An Officer's Certificate substantially in the form of Exhibit D-1B hereto, executed by the Secretary or an assistant secretary of the Additional Party, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Additional Party authorizing the Additional Party's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIAdditional Party;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of good standing with respect to the Mortgage Loan Seller substantially in Additional Party issued by the form Secretary of Exhibit D-3 hereto, executed by an executive officer State of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated State of Delaware not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate Certificate of BCHI the Seller substantially in the form of Exhibit D-4 D-2A hereto, executed by an authorized executive officer of BCHI the Seller on BCHI’s the Seller's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A Certificate of the Additional Party substantially in the form of Exhibit D-2B hereto, executed by an executive officer of the Additional Party on the Additional Party's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(ix) The written opinion opinions of in-house or independent counsel for each of the Mortgage Loan Seller and BCHIthe Additional Party, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinions shall be substantially in the Mortgage Loan Seller’s respective forms of Exhibits D-3A and BCHI’s due authorizationD-3B hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency);
(ixx) A written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Mortgage Loan Seller and BCHIthe Additional Party, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3C hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xxi) A letter from written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3D hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandumrequired by either Rating Agency), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures comfort letters from a nationally recognized firm of PriceWaterhouse Coopers, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicablePSSFC, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Prudential Securities Sec Fin Corp Mor Pas THR Cer 2001-C1)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFBC, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Lynch, SSBI and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than fifteen (15) 20 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency);
(ixvii) A a written opinion of Phillips, Lytle, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xviii) A letter from a written opinion of ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3C hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingrequired by either Rating Agency);
(xiix) A a letter from ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Mortgage Loan Seller, which letter shall be substantially in the form of Exhibit D-3D hereto;
(x) one or more comfort letters from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants, dated the Closing Date date of any preliminary Prospectus Supplement and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies)CSFB Mortgage Securities, CSFBC, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, SSBI and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse Fr Bs Mor Sec Cp Com Mor Ps Th Ce Ser 2001-Ck1)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documentsfollowing:
(a) this Agreement duly executed and delivered by the Purchaser and the Seller;
(b) the Indemnification Agreement duly executed and delivered by the Seller, in such forms as are agreed upon and acceptable to the Purchaser, SSBI, MII, CSFB and Merrill Lynch.
(c) the UnderwritersPooling and Servicing Agreement duly ▇▇▇▇▇▇▇d ▇▇▇ delivered by SBMS VII, the Initial Purchasers Master Servicer, the Special Servicer and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHITrustee;
(iid) The Indemnification Agreement, the Column Performance Guarantee duly executed and delivered by the respective parties theretoColumn Performance Guarantor;
(iiie) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which SBMS VII, SSBI, MII, CSFB, Merrill Lynch and the Interested Parties Rating Agencies (collectively, the "Interest▇▇ ▇▇▇▇i▇▇") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below;
(ivf) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Delaware dated not earlier than 30 days prior to the Closing Date;
(g) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viih) A certificate resolutions of BCHI the Seller authorizing the specific transactions or transactions of the type contemplated by this Agreement, which resolutions will be in full force and effect, and will not have been rescinded, as of the Closing Date;
(i) a written opinion of counsel for the Seller, which may be delivered by in-house counsel, substantially in the form of Exhibit D-4 hereto, executed D-3A hereto (with any modifications required by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIeither Rating Agency), dated the Closing Date and addressed to SBMS VII, each of the Interested Parties and the Trustee, relating other parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorization, execution and delivery of this Servicing Agreement and each of the Indemnification Agreementother Interested Parties;
(ixj) A a written opinion of Cadwalader, Wickersham & Taft, as special counsel for the Mortgage Loan Seller and BCHISeller, substantiall▇ ▇▇ ▇▇▇ ▇orm ▇▇ Exhibit D-3B hereto (with any modifications required by either Rating Agency), dated the Closing Date and addressed to SBMS VII, each of the other parties to the Pooling and Servicing Agreement and each of the other Interested Parties and Parties;
(k) such other written opinions as may be required by either Rating Agency (including, without limitation, a favorable opinion as to the Trustee"true sale" characterization of the transfer of the Mortgage Loans contemplated by this Agreement);
(l) a written letter of Cadwalader, Wickersham & Taft, as special counsel to the Seller, substantially ▇▇ ▇▇▇ ▇▇rm ▇▇ ▇xhibit D-3C hereto, relating to the enforceability of this Agreement against disclosure in the Prospectus regarding the Mortgage Loan Seller Loans and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerColumn, dated the Closing Date and addressed to the PurchaserSSBI, the Underwriters MII, CSFB and Merrill Lynch;
(only m) with respect to the Preliminary ProspectusLoan REMIC, the relat▇▇ ▇▇▇▇ ▇▇▇▇▇ Declaration and a written opinion of counsel for the Seller, addressed to the Interested Parties, to the effect that, assuming the election required by Section 860D(b) of the Code is properly made, such Loan REMIC will qualify for treatment as a REMIC for federal income tax purposes;
(n) such opinions regarding the Column Performance Guarantee and the Initial Purchasers Column Performance Guarantor as the Purchaser may reasonably request;
(only with respect o) one or more accountants' comfort letters, addressed, and in form and substance reasonably acceptable, to the Preliminary Private Placement Memorandum)SBMS VII, SSBI, MII, CSFB and Merrill Lynch, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth ▇▇▇▇▇ ▇o▇▇▇▇▇ed in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actstatistical nature; and
(xvp) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Cert Series 2002-Key2)
Closing Documents. The Purchaser or its designee Without limiting the generality of Section 8 hereof, the closing shall have received all be subject to delivery of each of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relydocuments:
(ia) This AgreementAn Officers' Certificate of the Seller, duly executed by dated the PurchaserClosing Date, upon which the Mortgage Loan Seller Purchaser and BCHI;
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (iithe "Underwriter") The Indemnification Agreementmay rely, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 3 hereto, executed by the Secretary or an assistant secretary and attached thereto copies of the Mortgage Loan certificate of formation, by-laws and certificate of good standing of the Seller under the laws of Nevada;
(b) An Officers' Certificate of the Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 4 hereto, executed with respect to certain facts regarding the sale of the Mortgage Loans by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated Seller to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIPurchaser;
(vc) A certificate An Opinion of good standing with respect to each Counsel of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Purchaser and the Initial Purchasers Underwriter, substantially in the form attached hereto as Exhibit 5;
(only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections i) an Officers' Certificate of the Preliminary Prospectus Originator, dated the Closing Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Underwriter") may rely, in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions form of Exhibit 6 hereto, and attached thereto copies of the Preliminary Prospectus or certificate of incorporation, by-laws and certificate of good standing of the Preliminary Originator under the laws of Delaware and (ii) if the Class CE Certificates and Class P Certificates are offered pursuant to a Private Placement Memorandum, at the time when sales to purchasers Originator shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum as that which appears under the subheadings "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--Certain Mortgage Loans Have High Loan-to-Value Ratios Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans,--Certain Mortgage Loans Are Delinquent as of the Cut-off Date, Which May Present a Greater Risks of Loss Relating to Such Mortgage Loans,--The Mortgage Loans Are Concentrated in the State of California, Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans,--The Rate and Timing of Principal Distributions on the Offered Certificates were first madeWill Be Affected by Prepayment Speeds (solely to the extent that such section sets forth the percentage of Mortgage Loans which, containedby aggregate principal balance as of the Cut-off Date, contain Prepayment Charges), --Violation of Various Federal and State Laws May Result in Losses on the Mortgage Loans, "The Mortgage Pool", and "Pooling and Servicing Agreement--The Originator and Master Servicer", as of the date of the Prospectus Supplement is true and accurate in all material respects;
(e) An Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 7 hereto, with respect to certain facts regarding the sale of the Mortgage Loan Seller or Loans by the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating Originator to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingSeller;
(xif) A letter from special counsel for An Opinion of Counsel of the Mortgage Loan SellerOriginator, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) Purchaser and the Initial Purchasers Underwriter, substantially in the form attached hereto as Exhibit 8;
(only g) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with respect to the Private Placement Memorandum), relating to the information regarding sale of the Mortgage Loans set forth in agreed upon portions of by the Prospectus Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement;
(h) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially date hereof and to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions they have performed certain specified procedures as a result of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were madedetermined that certain information of an accounting, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers financial or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and statistical nature set forth in the Prospectus and the Private Placement MemorandumSupplement, respectivelydated November 8, and have compared the results of their calculations to the corresponding items 1999 in the Preliminary Prospectus Summary under the subheading "The Mortgage Loans" and under the Preliminary Private Placement Memorandumcaptions "The Mortgage Pool" and "Pooling and Servicing Agreement--The Originator and Master Servicer", and agrees with the records of the Originator;
(i) The Originator shall deliver for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-AQ2, under the captions "The Mortgage Pool--Underwriting Standards; Representations" and "Pooling and Servicing Agreement--The Originator and Master Servicer", or for inclusion in other offering material such publicly available information regarding the Private Placement MemorandumSeller, respectivelyits financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and found each such number servicing and percentage collection practices, and any similar nonpublic, unaudited financial information;
(j) A letter from Deloitte & Touche L.L.P., 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 Preliminary Prospectus Supplement, dated November 8, 1999 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement Certificates" agrees with the results of such calculations;
(xiv) If any records of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActOriginator; and
(xvk) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Salomon Brothers Mort Sec Vii Inc Fl Rte Cert Se 1999-Aq2)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the organizational documents of the Mortgage Loan Seller, including the By-Laws and, if applicable, resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the documents described in clause (v) of this Section 7 and (C) an incumbency certificate;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;[RESERVED]
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State each of the New York State Department of Delaware Financial Services and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ not earlier than fifteen (15) 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixviii) A written opinion of special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISeller;
(xix) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xix) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxiii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxiv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-P2)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIcounsel, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency);
(ixvii) A written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xviii) A letter from written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3C hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingrequired by either Rating Agency);
(xiix) A letter from special counsel for the Mortgage Loan SellerSidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, dated the Closing Date and addressed to the Purchaser, Interested Parties (other than the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement MemorandumRating Agencies), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light form of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3D hereto;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies)CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Ser 2001-Ck3)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-C19)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The the Indemnification Agreement, Agreement duly executed and delivered by the respective parties theretoSeller, the Purchaser and each of SSBI, Greenwich Capital, CSFB, J.P. Morgan and Wachovia Securities.
(c) the Pool▇▇▇ ▇▇▇ ▇▇▇vicing Agreement duly executed and delivered by SBMS VII, the Master Servicer, the Special Servicer and the Trustee;
(iiid) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, SSBI, Greenwich Capital, CSFB, J.P. Morgan, Wachovia Securities and the Rating Agencies (collectively, t▇▇ "▇▇terested Parties") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below;
(ive) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of New York dated not earlier than 10 days prior to the Closing Date;
(f) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viig) A certificate resolutions of BCHI the Seller authorizing the transactions contemplated by this Agreement, which resolutions will be in full force and effect, and will not have been rescinded, as of the Closing Date;
(h) a written opinion of counsel for the Seller, which may be delivered by in-house counsel, substantially in the form of Exhibit D-4 hereto, executed D-3A hereto (with any modifications required by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Dateany Rating Agency, and upon which the Interested Parties subject to such reasonable assumptions, qualifications and limitations as may rely;
(viii) A written opinion of in-house or independent be requested by counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Preliminary Prospectus) Pooling and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections Servicing Agreement and each of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingother Interested Parties;
(xii) A letter from a written opinion of Sidley Austin Brown & Wood, as special counsel for the Mortgage Loan Seller, substantiall▇ ▇▇ ▇▇▇ ▇▇▇m o▇ ▇▇hibit D-3B hereto (with any modifications required by any Rating Agency, and subject to such reasonable assumptions, qualifications and limitations as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Prospectus) Pooling and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions Servicing Agreement and each of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABother Interested Parties;
(xiij) Copies of all such other written opinions rendered as may be required by counsel for the Mortgage Loan Seller either Rating Agency (including, without limitation, a favorable opinion as to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the "true sale" characterization of the transfer of the Mortgage Loans hereunder contemplated by this Agreement);
(k) a written letter of Sidley Austin Brown & Wood, as a true salespecial counsel to the Seller, with each such opinion substantially ▇▇ ▇▇▇ ▇▇▇▇ of ▇▇▇ibit D-3C, relating to be the disclosure in the Prospectus regarding the Mortgage Loans and SBRC, dated the Closing Date and addressed to the Purchaser and each of the other Interested Parties and (except for the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;Rating Agencies); and
(xiiil) One one or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants' comfort letters, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed toaddressed, and in form and substance acceptable toreasonably acceptable, the Interested Parties (other than the Rating Agencies)to SSBI, stating in effect thatGreenwich Capital, using the assumptions CSFB, J.P. Morgan and methodology used by the Mortgage Loan SellerWachovia Securities, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents relating to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the reg▇▇▇▇▇▇ ▇▇▇ Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth contained in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculationsa statistical nature;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Salomon Brothers Mortgage Securities Vii Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Seller regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The the Indemnification Agreement, Agreement duly executed and delivered by the respective parties theretoSeller, the Purchaser and each of SSBI, Greenwich Capital, CSFB, J.P. Morgan and Wachovia Securities.
(c) the Pooling and Se▇▇▇▇▇▇▇ ▇▇▇eement duly executed and delivered by SBMS VII, the Master Servicer, the Special Servicer and the Trustee;
(iiid) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, SSBI, Greenwich Capital, CSFB, J.P. Morgan, Wachovia Securities and the Rating Agencies (collectivel▇, ▇▇▇ "▇▇▇erested Parties") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below;
(ive) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Delaware dated not earlier than 10 days prior to the Closing Date;
(f) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viig) A certificate resolutions of BCHI the Seller authorizing the transactions contemplated by this Agreement, which resolutions will be in full force and effect, and will not have been rescinded, as of the Closing Date;
(h) a written opinion of counsel for the Seller, which may be delivered by in-house counsel, substantially in the form of Exhibit D-4 hereto, executed D-3A hereto (with any modifications required by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Dateany Rating Agency, and upon which the Interested Parties subject to such reasonable assumptions, qualifications and limitations as may rely;
(viii) A written opinion of in-house or independent be requested by counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Preliminary Prospectus) Pooling and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections Servicing Agreement and each of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingother Interested Parties;
(xii) A letter from a written opinion of Sidley Austin Brown & Wood, as special counsel for the Mortgage Loan Seller, substantially ▇▇ ▇▇▇ ▇▇▇▇ of ▇▇▇ibit D-3B hereto (with any modifications required by any Rating Agency, and subject to such reasonable assumptions, qualifications and limitations as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Prospectus) Pooling and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions Servicing Agreement and each of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABother Interested Parties;
(xiij) Copies of all such other written opinions rendered as may be required by counsel for the Mortgage Loan Seller either Rating Agency (including, without limitation, a favorable opinion as to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the "true sale" characterization of the transfer of the Mortgage Loans hereunder contemplated by this Agreement);
(k) a written letter of Sidley Austin Brown & Wood, as a true salespecial counsel to the Seller, with each such opinion substantially ▇▇ ▇▇▇ ▇▇▇▇ of ▇▇▇▇bit D-3C, relating to be the disclosure in the Prospectus regarding the Mortgage Loans and GCFP, dated the Closing Date and addressed to the Purchaser and each of the other Interested Parties and (except for the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;Rating Agencies); and
(xiiil) One one or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants' comfort letters, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed toaddressed, and in form and substance acceptable toreasonably acceptable, the Interested Parties (other than the Rating Agencies)to SSBI, stating in effect thatGreenwich Capital, using the assumptions CSFB, J.P. Morgan and methodology used by the Mortgage Loan SellerWachovia Securities, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents relating to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage rega▇▇▇▇▇ ▇▇▇ ▇ortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth contained in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirestatistical nature.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Salomon Brothers Mortgage Securities Vii Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, Agreement duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary executive officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser, the Underwriter, their affiliates, the [Trustee][Indenture Trustee, the Owner Trustee, the General Administrator,] the Securityholders (collectively, for purposes of this Section 6, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the organizational documents resolutions of the Mortgage Loan board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the certificate of incorporation and by-laws of the Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(viii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware _______________ not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viiv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiv) A certificate written opinion of BCHI _______________, counsel for the Seller, substantially in the form of Exhibit D-4 D-3 hereto, executed with any modifications required by an authorized officer of BCHI on BCHI’s behalf and dated any rating agency (each, a "Rating Agency") identified in the Closing Date, and upon which the Interested Parties may rely;
Prospectus (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Selleras defined below), dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to Underwriter, the Preliminary Prospectus) [Trustee][Indenture Trustee and the Initial Purchasers (only Owner Trustee] and, if requested thereby, each Rating Agency, together with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (such other written opinions as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, required by any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActAgency; and
(xvvi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Criimi Mae CMBS Corp)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIBSPRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHIBSPRT, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIBSPRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of good standing with respect to BSPRT issued by the Mortgage Loan Seller substantially in the form Secretary of Exhibit D-3 hereto, executed by an executive officer State of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated State of Maryland not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI the Mortgage Loan Seller or BSPRT substantially in the form of Exhibit D-4 D-3 hereto, executed by an authorized executive officer of BCHI the Mortgage Loan Seller or BSPRT on BCHIthe Mortgage Loan Seller’s or BSPRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIBSPRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIBSPRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2019-C5)
Closing Documents. (a) The Purchaser or its designee closing documents to be delivered on the initial Closing Date shall have received all consist of fully executed originals of the following Closing Documentsdocuments, as well as the documents referred to in Section 12.04(b):
(i) this Agreement;
(ii) a Custodial Account Letter Agreement, in such forms as are agreed upon and acceptable the form of Exhibit C;
(iii) an Escrow Account Letter Agreement, in the form of Exhibit D;
(iv) an Officer’s Certificate, in the form of Exhibit F hereto, including all attachments thereto; and
(v) an Opinion of Counsel of the Company, substantially in the form of Exhibit G hereto.
(b) The closing documents for the Mortgage Loans to be purchased on each Closing Date under this Agreement (including the Purchaser, initial Closing Date) shall consist of fully executed originals of the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing documents:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller related Purchase Price and BCHITerms Letter;
(ii) The Indemnification the related Acknowledgment and Conveyance Agreement, duly executed by the respective parties including all annexes thereto;
(iii) A Secretaryeach of the documents required to be delivered by the Company pursuant to Section 2.03 hereof;
(iv) an assignment and assumption of the Custodial Agreement;
(v) an initial certification of the Custodian;
(A) if applicable a Security Release Certification, in the form of Exhibit H-1 hereto (if Company is a member of the Federal Home Loan Bank System), executed by the applicable regional Federal Home Loan Bank and, (B) if applicable, a Security Release Certification, in the form of Exhibit H-2 hereto, executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person and (C) if applicable, a certificate of the Company and an opinion of counsel of the Company stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien;
(vii) a Certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Company by merger or acquired or originated by the Company while conducting business under a name other than its present name;
(viii) upon request by the Purchaser, an Officer’s Certificate Certificate, in the form of Exhibit F hereto, including all attachments thereto; and
(ix) upon request by the Purchaser, an Opinion of Counsel to the Company, substantially in the form of Exhibit D-1 G hereto, executed by . The Company shall bear the Secretary or an assistant secretary risk of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as loss of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which Documents until such time as they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used received by the Mortgage Loan Seller, the Purchaser, the Underwriters Purchaser or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireits attorneys.
Appears in 1 contract
Sources: Servicing Agreement (Sail 2006-3)
Closing Documents. (a) The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicablefollowing, and upon which such Interested Parties may relycan only be waived and modified by mutual consent of the parties hereto:
(ib) This Agreement, duly executed and delivered by the PurchaserPurchaser and the Seller, and the Mortgage Loan Seller Pooling and BCHI;
(ii) The Indemnification Servicing Agreement, duly executed and delivered by the respective Purchaser and all the other parties thereto;; and
(iiic) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, A-1 executed by the Secretary or an assistant secretary authorized officer of the Mortgage Loan Seller, Seller in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may relyBanc of America, attaching Merrill Lynch, JPMorgan and BACM m▇▇ ▇▇▇▇, ▇▇▇▇ching thereto as exhibits the organizational documents of the Mortgage Loan Seller;; and
(ivd) Certificate of good standing regarding the Seller from the Secretary of State of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; and
(e) A Secretary’s Certificate certificate of the Seller substantially in the form of Exhibit D-2 A-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, Banc of America, JPMorgan and Merrill Lynch may rely, attaching thereto as exhibits the organizational documents of BCHI;; and
(v▇) A certificate ▇▇e or more written opinions of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller in substantially the form set forth in Exhibit A-3 hereto and BCHI, dated the Closing Date subject to such reasonable assumptions and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed each as reasonably acceptable to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Banc of America, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumJPMorgan, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage LoansMerrill Lynch, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;Trustees and ea▇▇ ▇▇▇▇n▇ ▇▇▇ncy; and
(xig) A letter from special Any other opinions of counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered reasonably requested by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, including, but not limited to, with respect to duly executed by the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;respective parties thereto; and
(xiiij) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable toto the Purchaser, the Interested Parties (other than the Rating Agencies)Banc of America, stating Merrill Lynch, JPMorgan and Bank o▇ ▇▇▇▇▇c▇ ▇▇▇ting in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIBSPRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHIBSPRT, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIBSPRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of good standing with respect to BSPRT issued by the Mortgage Loan Seller substantially in the form Secretary of Exhibit D-3 hereto, executed by an executive officer State of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated State of Maryland not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI the Mortgage Loan Seller or BSPRT substantially in the form of Exhibit D-4 D-3 hereto, executed by an authorized executive officer of BCHI the Mortgage Loan Seller or BSPRT on BCHIthe Mortgage Loan Seller’s or BSPRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIBSPRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIBSPRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C9)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c29)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacitySeller Trustee, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter, the Class X Certificate Purchaser and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(ivc) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties may relyPurchaser, attaching thereto as exhibits each Underwriter, the organizational documents of BCHI;
(v) A certificate of good standing with respect to Class X Certificate Purchaser and each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties Initial Purchaser may rely;
(vid) A certificate written opinions of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating in such form and substance and subject to the Mortgage Loan Seller’s such reasonable assumptions and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, each Underwriter, the Underwriters Class X Certificate Purchaser and each Initial Purchaser;
(only with respect to e) the Preliminary ProspectusSupplemental Agreement, substantially in the form of Exhibit D hereto, dated as of February 2, 1999, between GMAC Commercial Mortgage Corporation ("GMACCM") and the Initial Purchasers (only with respect to Seller, duly executed and delivered by GMACCM and the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingSeller;
(xif) A letter from special counsel for the Mortgage Loan SellerAssignment Agreement, substantially in the form of Exhibit E hereto, dated February 2, 1999, between the Closing Date Seller and addressed to the Purchaser, duly executed and delivered by the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABPurchaser;
(xiig) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth substantially in the Preliminary Prospectus form of Exhibit F hereto, dated as of February 2, 1999, between GMACCM and the Preliminary Private Placement Memorandum▇▇▇▇▇▇ ▇▇▇, Inc., duly executed and set forth in the Prospectus delivered by GMACCM and the Private Placement Memorandum▇▇▇▇▇▇ ▇▇▇, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActInc.; and
(xvh) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits exhibits
(A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than fifteen (15) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency);
(ixvii) A written opinion of Phillips, Lytle, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xviii) A letter from written opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3C hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingrequired by either Rating Agency);
(xiix) A letter from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, Interested Parties (other than the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement MemorandumRating Agencies), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light form of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3D hereto;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies)CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Ser 2001-Ck3)
Closing Documents. The Purchaser Loan Parties will have delivered or its designee shall have received caused to be delivered to Agent all of the following Closing Documents, documents in such forms as are agreed upon form and acceptable substance satisfactory to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyAgent:
(i) This Agreementtwo or more Senior Term B Notes evidencing the Senior Term Loan B (as designated by Agent and Purchasers pursuant to Section 2.1 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Purchaser, the Mortgage Loan Seller and BCHIParties;
(ii) The Indemnification Agreementone or more Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.2 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the respective parties theretoLoan Parties;
(iii) one or more Revolving Notes evidencing the Revolving Loans (as designated by Agent and Purchasers pursuant to Section 2.3 and Annex A Secretary’s Certificate substantially hereof) in the form of Exhibit D-1 heretomaximum amounts as set forth herein, duly completed and executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerParties;
(iv) A Secretary’s Certificate substantially in the form certificates of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and good standing dated not more than 10 days prior to the Closing DateDate for each of the Loan Parties and Topco issued by their respective jurisdictions of organization and each jurisdiction where it is qualified to operate as a foreign corporation, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIor its equivalent;
(v) A certificate a copy of good standing with respect to the Charter Documents of each of the Mortgage Loan Seller Parties and BCHI issued Topco, certified by the Secretary of State appropriate governmental official of the State jurisdiction of Delaware its organization as of a date not earlier more than fifteen (15) 10 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate a copy of the Mortgage Loan Seller substantially in the form By-laws of Exhibit D-3 hereto, executed by an executive officer each of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf Parties and dated Topco, certified as of the Closing DateDate by the secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Party and upon which the Interested Parties may relyTopco;
(vii) A a certificate of BCHI substantially in the form secretary or assistant secretary, manager or general partner of Exhibit D-4 heretoeach of the Loan Parties and Topco, executed certifying as to the names and true signatures of the officers or other authorized person of the respective Loan Party and Topco authorized to sign this Agreement and the other documents to be delivered by an authorized officer of BCHI on BCHI’s behalf the respective Loan Party and dated the Closing Date, and upon which the Interested Parties may relyTopco hereunder;
(viii) A written opinion copies of in-house or independent counsel for the Mortgage resolutions duly adopted by each Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan SellerParty’s and BCHITopco’s due authorizationboard of directors, execution general partners, board of managers or other governing body, authorizing the execution, delivery and delivery performance by the respective Loan Party and Topco of this Agreement and each of the Indemnification Agreementother agreements, instruments and documents contemplated hereby to which the respective Loan Party and Topco is a party to, and the consummation of all of the other Transactions, certified as of the Closing Date by the secretary, assistant secretary, manager or general partner of the respective Loan Party and Topco;
(ix) A written opinion a certificate dated as of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to from an officer, general partner or manager of each of the Interested Parties and Synodys Companies stating that the Trustee, relating to the enforceability of conditions specified in this Agreement against the Mortgage Loan Seller and BCHISection 4.1 have been fully satisfied or waived by Agent;
(x) A letter from special counsel for certificates of insurance evidencing the Mortgage Loan Seller, dated existence of all insurance required to be maintained by the Closing Date and addressed Synodys Companies pursuant to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement MemorandumSection 7.1(c), relating to and Agent shall be satisfied with the information regarding the Mortgage Loans set forth in agreed upon sections type and extent of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingcoverage;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed copies of all material leases to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions which any of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of Parties is a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;party to; and
(xii) Copies of all such other opinions rendered by counsel for the Mortgage Loan Seller documents relating to the Rating Agencies in connection with the transactions Transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder Agreement as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee Agent or accompanied by a letter signed by such its counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Note and Equity Purchase Agreement (Mirion Technologies, Inc.)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c27)
Closing Documents. The (a) On or before the Initial Closing Date, the Seller shall submit to the Purchaser or its designee shall have received all fully executed originals of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relydocuments:
(i1) This this Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIin four counterparts;
(ii2) The Indemnification the Custodial Agreement, duly executed by in six counterparts, in the respective parties theretoform attached as Exhibit 6 hereto;
(iii3) A Secretarya Custodial Account Letter Agreement in the form attached as Exhibit 7 hereto;
(4) as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto;
(5) an Officer’s Certificate substantially Certificate, in the form of Exhibit D-1 1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Sellerincluding all attachments thereto;
(iv6) A Secretary’s Certificate substantially an Opinion of Counsel to the Seller, in the form of Exhibit D-2 2 hereto, ; and
(7) the Seller’s underwriting guidelines.
(b) The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed by originals of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated following documents:
(1) the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIrelated Confirmation;
(v2) A certificate the related Mortgage Loan Schedule, one copy to be attached hereto and one copy to be attached to the Custodian’s counterpart of good standing with respect to each of the Custodial Agreement, as the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may relySchedule thereto;
(vi3) A certificate of a Custodian’s Trust Receipt and Initial Certification, as required under the Mortgage Loan Seller substantially Custodial Agreement, in a form acceptable to the Purchaser;
(4) an Officer’s Certificate, in the form of Exhibit D-3 1 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may relyincluding all attachments thereto;
(vii5) A certificate if requested by the Purchaser, an Opinion of BCHI substantially Counsel to the Seller, in the form of Exhibit D-4 2 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii6) A written opinion if requested by the Purchaser, an Opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed Counsel to the Interested Parties and the TrusteeCustodian, relating in a form acceptable to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification AgreementPurchaser;
(ix7) A written opinion a Security Release Certification, in the form of special counsel for the Mortgage Loan Seller and BCHIExhibit 3 hereto executed by any Person, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to as requested by the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, if any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true salehas at any time been subject to any security interest, with each pledge or hypothecation for the benefit of such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereofPerson;
(xiii) One 8) a certificate or more agreed-upon procedures letters from a nationally recognized firm other evidence of certified public accountants acceptable to the Underwriters and the Initial Purchasersmerger or change of name, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used signed or stamped by the Mortgage Loan Sellerapplicable regulatory authority, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If if any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans were acquired by specified originators as set forth in Section 3(a)(41) of the Exchange ActSeller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; and
(xv9) Such further certificates, opinions an Assignment and documents as Conveyance in the Purchaser may reasonably request or any Rating Agency may requireform of Exhibit 4 hereto.
Appears in 1 contract
Sources: Master Mortgage Loan Purchase and Interim Servicing Agreement
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 EXHIBIT D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the Interested Parties other Underwriters and the Rating Agencies (collectively, for purposes of this SECTION 7, the "INTERESTED PARTIES") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State Currency or the Office of Delaware Thrift Supervision of the U.S. Department of the Treasury not earlier than fifteen (15) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 EXHIBIT D-1B hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementEXHIBIT D-2A hereto;
(ixvii) A a written opinion of Phillips, Lytle, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the enforceability Pooling and Servicing Agreement, which opinion shall be substantially in the form of this Agreement against the Mortgage Loan Seller and BCHIEXHIBIT D-2B hereto;
(xviii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiiix) One a letter from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of EXHIBIT D-2C hereto;
(x) one or more agreed-upon procedures comfort letters from a nationally recognized firm of PricewaterhouseCoopers LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documentsfollowing:
(a) this Agreement duly executed and delivered by the Purchaser and the Seller;
(b) the Indemnification Agreement duly executed and delivered by the Seller, in such forms as are agreed upon and acceptable to the Purchaser, SSBI, MII, CSFB and Merrill Lynch.
(c) the UnderwritersPooling and Servicing Agreemen▇ ▇▇▇▇ e▇▇▇▇▇ed and delivered by SBMS VII, the Initial Purchasers Master Servicer, the Special Servicer and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHITrustee;
(iid) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which SBMS VII, SSBI, MII, CSFB, Merrill Lynch and the Interested Parties Rating Agencies (collectively, the "In▇▇▇▇▇▇▇d ▇▇▇▇ies") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below;
(ive) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of New York dated not earlier than 30 days prior to the Closing Date;
(f) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viig) A certificate resolutions of BCHI the Seller authorizing the specific transactions or transactions of the type contemplated by this Agreement, which resolutions will be in full force and effect, and will not have been rescinded, as of the Closing Date;
(h) a written opinion of counsel for the Seller, which may be delivered by in-house counsel, substantially in the form of Exhibit D-4 hereto, executed D-3A hereto (with any modifications required by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIeither Rating Agency), dated the Closing Date and addressed to SBMS VII, each of the Interested Parties and the Trustee, relating other parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorization, execution and delivery of this Servicing Agreement and each of the Indemnification Agreementother Interested Parties;
(ixi) A a written opinion of Sidley Austin Brown & Wood LLP, as special counsel for the Mortgage Loan Seller and BCHISeller, ▇▇▇▇▇▇▇▇▇▇▇▇y i▇ ▇▇e form of Exhibit D-3B hereto (with any modifications required by either Rating Agency), dated the Closing Date and addressed to SBMS VII, each of the other parties to the Pooling and Servicing Agreement and each of the other Interested Parties and Parties;
(j) such other written opinions as may be required by either Rating Agency (including, without limitation, a favorable opinion as to the Trustee"true sale" characterization of the transfer of the Mortgage Loans contemplated by this Agreement);
(k) a written letter of Sidley Austin Brown & Wood LLP, as special counsel to the Seller, s▇▇▇▇▇▇▇▇▇▇▇▇ in ▇▇▇ form of Exhibit D-3C hereto, relating to the enforceability of this Agreement against disclosure in the Prospectus regarding the Mortgage Loan Seller Loans and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerSBRC, dated the Closing Date and addressed to the PurchaserSSBI, the Underwriters MII, CSFB and Merrill Lynch;
(only l) with respect to each Loan REMIC, t▇▇ ▇▇▇▇t▇▇ ▇▇an REMIC Declaration and a written opinion of counsel for the Preliminary Prospectus) and the Initial Purchasers (only with respect Seller, addressed to the Preliminary Private Placement Memorandum)Interested Parties, to the effect that, assuming the election required by Section 860D(b) of the Code is properly made, such Loan REMIC will qualify for treatment as a REMIC for federal income tax purposes;
(m) one or more accountants' comfort letters, addressed, and in form and substance reasonably acceptable, to SBMS VII, SSBI, MII, CSFB and Merrill Lynch, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth Mor▇▇▇▇▇ ▇o▇▇▇ ▇ontained in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actstatistical nature; and
(xvn) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Cert Series 2002-Key2)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c33)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 EXHIBIT D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the Interested Parties other Underwriters and the Rating Agencies (collectively, for purposes of this SECTION 7, the "INTERESTED PARTIES") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State Currency or the Office of Delaware Thrift Supervision of the U.S. Department of the Treasury not earlier than fifteen (15) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 EXHIBIT D-1B hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementEXHIBIT D-2A hereto;
(ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiiviii) One a letter from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of EXHIBIT D-2B hereto;
(ix) one or more agreed-upon procedures comfort letters from a nationally recognized firm of PricewaterhouseCoopers LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvx) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of prior to the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectivelyClosing Date, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser and each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(ivc) A Secretary’s Certificate certificate of good standing regarding the Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date;
(d) A certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to Purchaser and each of the Mortgage Loan Seller Underwriter and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties each Initial Purchaser may rely;
(vie) A certificate written opinion of counsel for the Mortgage Loan Seller Seller, substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIacceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Interested Parties Purchaser and the Trustee, relating to the Mortgage Loan Seller’s each Underwriter and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreementeach Initial Purchaser;
(ixf) A written opinion The Supplemental Agreement, substantially in the form of special counsel for the Mortgage Loan Seller and BCHIExhibit D hereto, dated the Closing Date and addressed to the Interested Parties as of August 21, 1998, between GMAC Commercial Mortgage Corporation ("GMACCM") and the TrusteeSeller, relating to duly executed and delivered by GMACCM and the enforceability of this Agreement against the Mortgage Loan Seller and BCHISeller;
(xg) A letter from special counsel for The Assignment Agreement, substantially in the Mortgage Loan Sellerform of Exhibit E hereto, dated August 21, 1998, between the Closing Date Seller and addressed to the Purchaser, duly executed and delivered by the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvh) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The 7.1 At the Closing, Seller is required to deliver to Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreementa Special Warranty Deed, in the form attached hereto as Exhibit H and made a part hereof (the “Deed”), duly executed by the Purchaser, the Mortgage Loan Seller Property Owner and BCHIacknowledged on behalf of Property Owner;
(iib) The Indemnification Agreementa ▇▇▇▇ of sale, duly in the form attached hereto as Exhibit I and made a part hereof (the “▇▇▇▇ of Sale”), executed by the respective parties theretoMaster Tenant;
(iiic) A Secretary’s Certificate an assignment and assumption of Bookings and Permits, substantially in the form of Exhibit D-1 heretoJ and made a part hereof (the “Assignment and Assumption of Bookings and Permits”), executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, Property Owner and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerMaster Tenant;
(ivd) A Secretaryan assignment and assumption of Leases, in the form attached hereto as Exhibit K and made a part hereof (the “Assignment and Assumption of Leases”), executed by Property Owner;
(e) an assignment and assumption of Contracts in the form attached hereto as Exhibit L and made a part hereof (the “Assignment and Assumption of Contracts”), executed by Property Owner and Master Tenant;
(f) an assignment and assumption of Intangible Property, in the form attached hereto as Exhibit M and made a part hereof (the “Assignment and Assumption of Intangible Property”), executed by Property Owner and Master Tenant;
(g) a “non-foreign person affidavit” that meets the requirements of Section 1445(b)(2) of the Code, in the form attached hereto as Exhibit N-1 and made a part hereof, executed by Property Owner, and in the form attached hereto as Exhibit N-2 and made a part hereof, executed by Master Tenant;
(h) a signed notice to the tenants of the Property, in the form attached hereto as Exhibit O and made a part hereof, executed by Property Owner and Master Tenant;
(i) a signed notice to the third parties under the Contracts, in the form attached hereto as Exhibit P and made a part hereof, executed by Property Owner or Master Tenant, as the case may be;
(j) if the Liquor License (as defined below) has not been obtained by or transferred to Purchaser or Purchaser’s Certificate hotel manager, an Interim Beverage Management Agreement in the form attached hereto as Exhibit Y and made a part hereof (the “Interim Beverage Management Agreement”), executed by Master Tenant and Hotel Manager;
(k) except as otherwise provided for in Section 3.5 hereof, an assignment and assumption of the LHW Agreement incorporating both the LHW Approval and the Seller LHW Release, substantially in the form of Exhibit D-2 heretoS and made a part hereof (the “Assignment and Assumption of LHW Agreement”), executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Property Owner and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;Master Tenant
(vl) A certificate of good standing with respect to each of the Mortgage Loan Seller such documents (such as limited liability company resolutions, corporate resolutions or partnership authorizations and BCHI issued certified limited liability company, corporate or partnership organizational documents) as are reasonably required by the Secretary Title Company or Purchaser to evidence the authorization of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement and the delivery by Seller of all of the Closing documents required by this Agreement;
(m) to the extent same are in the possession or control of Seller, includingSeller’s executed counterparts of all Leases and any guarantees relating thereto;
(n) to the extent same are in the possession or control of Seller, but not limited toSeller’s executed counterparts of all Contracts;
(o) to the extent same are in the possession or control of Seller, all plans, specifications, books, records, computer codes, security codes and alarm codes (which relate solely to the Hotel) with respect to the characterization Property, or other Intangible Property;
(p) to the extent the same are in the possession or control of Seller and are transferable to Purchaser, all original licenses, certificates and permits pertaining to the Property and required for the use or occupancy thereof;
(q) keys to all entrance and guest room doors to, and equipment and utility rooms located in, the Property, to the extent such keys are in the possession or control of Seller;
(r) such documents (such as title affidavits) as are reasonably required by the Title Company for the issuance of the Title Policy to Purchaser in accordance with Section 8.5;
(s) the Post Closing Escrow Agreement (as defined below); and
(t) such other documents, instruments and/or deliveries as are required to be delivered by Seller pursuant to the terms of this Agreement.
7.2 At the Closing, Purchaser is required to deliver or cause to be delivered to Seller or Escrow Agent, as applicable, the following:
(a) the Purchase Price;
(b) the Assignment and Assumption of Bookings and Permits, executed by Purchaser;
(c) the Assignment and Assumption of Leases, executed by Purchaser;
(d) the Assignment and Assumption of Contracts executed by Purchaser;
(e) the Assignment and Assumption of Intangible Property, executed by Purchaser;
(f) if the Liquor License has not been obtained by or transferred to Purchaser or Purchaser’s hotel manager, the Interim Beverage Management Agreement, executed by Purchaser and Purchaser’s hotel manager;
(g) except as otherwise provided for in Section 3.5, the Assignment and Assumption of LHW Agreement, executed by Purchaser and LHW;
(h) such documents (such as limited liability company resolutions, corporate resolutions or partnership authorizations and certified limited liability company, corporate or partnership organizational documents) as are reasonably required by Seller evidencing the authorization of the purchase of the Property by Purchaser and the delivery by Purchaser of all of the Closing documents required by this Agreement;
(i) such other documents as may reasonably be requested by the Title Company or Seller to evidence Purchaser’s authorization of the acquisition of the Property by Purchaser; and
(j) such other documents, instruments and/or deliveries as are required to be delivered by Purchaser pursuant to the terms of this Agreement.
7.3 The delivery of the Deed and the other documents expressly required to be delivered at Closing by Seller and the acceptance of transfer of title to the Property by Purchaser shall be deemed to be full performance and discharge of any and all obligations on the part of Seller be performed pursuant to the provisions of this Agreement, except where such agreements and obligations are specifically stated to survive the Closing. The acceptance of the transfer of title to the Mortgage Loans hereunder as a true sale, with each such opinion Property by Purchaser and the delivery of all documents expressly required to be addressed delivered at Closing by Purchaser shall be deemed to be full performance and discharge of any and all obligations on the part of Purchaser be performed pursuant to the other Interested Parties provisions of this Agreement, except where such agreements and obligations are specifically stated to survive the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireClosing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Closing Documents. (a) The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicablefollowing, and upon which such Interested Parties may relycan only be waived and modified by mutual consent of the parties hereto:
(ib) This Agreement, duly executed and delivered by the PurchaserPurchaser and the Seller, and the Mortgage Loan Seller Pooling and BCHI;
(ii) The Indemnification Servicing Agreement, duly executed and delivered by the respective Purchaser and all the other parties thereto;; and
(iiic) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, A-1 executed by the Secretary or an assistant secretary authorized officer of the Mortgage Loan Seller, Seller in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may relyBanc of America, attaching Merrill Lynch, JPMorgan and BACM m▇▇ ▇▇▇▇, ▇▇▇▇ching thereto as exhibits the organizational documents of the Mortgage Loan Seller;; and
(ivd) 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 Secretary’s Certificate certificate of the Seller substantially in the form of Exhibit D-2 A-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, Banc of America, JPMorgan and Merrill Lynch may rely, attaching thereto as exhibits the organizational documents of BCHI;; and
(v▇) A certificate ▇▇e or more written opinions of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller in substantially the form set forth in Exhibit A-3 hereto and BCHI, dated the Closing Date subject to such reasonable assumptions and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed each as reasonably acceptable to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Banc of America, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumJPMorgan, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage LoansMerrill Lynch, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;Trustees and ea▇▇ ▇▇▇▇n▇ ▇▇▇ncy; and
(xig) A letter from special Any other opinions of counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered reasonably requested by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, including, but not limited to, with respect to duly executed by the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;respective parties thereto; and
(xiiij) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable toto the Purchaser, the Interested Parties (other than the Rating Agencies)Banc of America, stating in effect Merrill Lynch, JPMorgan and PMCF s▇▇▇▇▇▇ i▇ ▇▇▇ect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c29)
Closing Documents. The Loan Parties will have delivered or caused to be delivered to Purchaser or its designee shall have received all of the following Closing Documents, documents in such forms as are agreed upon form and acceptable substance satisfactory to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreementone or more Notes (as designated by Purchaser pursuant to Section 2.3 hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Purchaser, the Mortgage Loan Seller and BCHIParties;
(ii) The Indemnification Agreementone or more Warrants (as designated by Purchaser pursuant to Section 2.3 hereof) evidencing the right to acquire the number of shares of IGI Common Stock set forth in Section 2.2 hereof, duly executed by subject to adjustment from time to time in accordance with the respective parties theretoterms thereof;
(iii) A Secretary’s Certificate substantially in certificates of good standing dated not more than 10 days prior to the form Closing Date for each of Exhibit D-1 hereto, executed the Loan Parties issued by the Secretary or an assistant secretary State of Delaware and the Mortgage Loan SellerStates of Arkansas, in his or her individual capacityCalifornia, Georgia, Maryland, Mississippi, New Hampshire, New Jersey, Pennsylvania and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerTexas;
(iv) A Secretary’s Certificate substantially in a copy of the form Charter Documents of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued Parties, certified by the Secretary of State appropriate governmental official of the State jurisdiction of Delaware its incorporation as of a date not earlier more than fifteen (15) 10 days prior to the Closing Date;
(v) a copy of the Bylaws of each of the Loan Parties, and upon which certified as of the Interested Parties may relyClosing Date by the secretary or assistant secretary of the respective Loan Parties;
(vi) A a certificate of the Mortgage Loan Seller substantially in secretary or the form assistant secretary of Exhibit D-3 hereto, executed by an executive officer each of the Mortgage Loan Seller on Parties, certifying as to the Mortgage names and true signatures of the officers of the respective Loan Seller’s behalf Party authorized to sign this Agreement and dated the Closing Date, and upon which other documents to be delivered by the Interested Parties may relyrespective Loan Party hereunder;
(vii) A certificate copies of BCHI substantially in the form resolutions duly adopted by the each of Exhibit D-4 heretothe Loan Parties' board of directors authorizing the execution, executed delivery and performance by an authorized officer the respective Loan Party of BCHI on BCHI’s behalf this Agreement and dated each of the other agreements, instruments and documents contemplated hereby to which the respective Loan Party is a party, and the consummation of all of the other Transactions, certified as of the Closing Date, and upon which Date by the Interested Parties may relysecretary or assistant secretary of the respective Loan Party;
(viii) A written opinion a certificate dated as of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to from an officer of each of the Interested Loan Parties and stating that the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of conditions specified in this Agreement and the Indemnification AgreementSection 4.1 have been fully satisfied or waived by Purchaser;
(ix) A written opinion certificates of special counsel for insurance evidencing the Mortgage existence of all insurance required to be maintained by the Loan Seller Parties pursuant to Section 7.1(c), and BCHI, dated Purchaser shall be satisfied with the Closing Date type and addressed to the Interested Parties and the Trustee, relating to the enforceability extent of this Agreement against the Mortgage Loan Seller and BCHIsuch coverage;
(x) A letter from special an opinion of Hale ▇▇▇ Dorr ▇▇▇, counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged PropertiesParties, in the light of the circumstances under which they were made, not misleadingform and substance satisfactory to Purchaser;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions copies of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects leases to which the applicable requirements of Regulation AB;Loan Parties are a party; and
(xii) Copies of all such other opinions rendered by counsel for the Mortgage Loan Seller documents relating to the Rating Agencies in connection with the transactions Transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder Agreement as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee Purchaser or accompanied by a letter signed by such its special counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s a Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-1B hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiv) A certificate written opinions of BCHI substantially in the form of Exhibit D-4 hereto▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Aronsohn & ▇▇▇▇▇▇ LLP, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution which opinions shall be substantially in the form of Exhibit D-2A and delivery of this Agreement and the Indemnification AgreementExhibit D-2B, respectively, hereto;
(ixvi) A written opinion of a letter from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserCSFB Mortgage Securities, the Underwriters (only with respect to the Preliminary Prospectus) CSFB Corporation and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)other Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which letter shall be substantially in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions form of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingExhibit D-2C hereto;
(xivii) A letter one or more comfort letters from special counsel for the Mortgage Loan Seller▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants, dated the Closing Date date of any preliminary Prospectus Supplement and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
calculations (xiv) If any the Purchaser acknowledges receipt and satisfactory review of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actsuch letter); and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass THR Cert Ser 2001-Ckn5)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware not earlier than fifteen thirty (1530) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c31)
Closing Documents. The Purchaser or its designee Seller shall have received all execute and deliver the following documents at Closing:
A. An Assignment of the following Closing DocumentsInterests for each of the Delaware Companies, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 heretoA attached hereto and made a part hereof (collectively, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller“Assignment”);
B. An affidavit affirming that no labor has been performed on the Real Property and Improvements within one hundred twenty (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15120) days prior to the Closing Date, Date (or if work has been performed certifying as to payment in full and/or waiving lien rights as to the Real Property and upon which Improvements) and that there are no outstanding liens or rights to claim liens against the Interested Parties may relyReal Property or Improvements;
(vi) C. Executed closing statement itemizing the dollar amount of all financial matters relating to the Closing, including the adjustments and prorations provided herein;
D. A certificate FIRPTA affidavit;
E. Letters to the Tenants signed by Seller informing them of the Mortgage Loan sale of the Interests to Buyer, in substantially the form attached hereto as Exhibit C;
F. Certificate regarding Seller’s representations and warranties required by Section 16, duly executed and acknowledged by Seller substantially in the form of attached hereto as Exhibit D-3 heretoD;
G. For the Companies, executed documents by an executive officer which Seller (i) resigns as manager, if applicable, of the Mortgage Loan Companies, (ii) elects Buyer (or its designee) as the new manager thereof, and (iii) waives (to the extent necessary) any transfer conditions or restrictions of the Operating Agreements therefor;
H. Certificate of Good Standing for Seller on issued by the Mortgage Loan Delaware Secretary of State;
I. Certificates of Good Standing for the Companies issued by the Delaware Secretary of State or by the Maryland Secretary of State, as applicable, and by the Maryland State Department of Assessments and Taxation and certificates of foreign qualification for the Delaware Companies issued by the Maryland State Department of Assessments and Taxation; and
J. Such other documents as may be reasonably necessary or desirable in consummating the transactions contemplated by the Agreement, including evidence of Seller’s behalf authority as is reasonably requested by Buyer or the Title Company and dated an affidavit/indemnity in the form in favor of the Title Company to obtain a “non-imputation endorsement” in Buyer’s final policy of title insurance, such affidavit/indemnity in the form attached hereto as Exhibit E;
K. Such estoppel certificates as are required pursuant to Section 11(a);
L. To the extent in the possession of Seller or its property manager or attorneys, originals of the Leases, together with the leasing and property files and records in connection with the ownership, operation, leasing and maintenance of the Property and the Service Contracts that are to be assumed; and
M. Keys and access codes (as appropriate) for the Real Property Buyer shall execute and/or deliver, as applicable, the following at Closing:
A. The balance of the Purchase Price by wire transfer pursuant to written instructions from Seller, as adjusted pursuant to Section 2 and Section 9 of this Agreement;
B. The Assignment evidencing Buyer’s assumption of the rights and obligations associated with the Interests from and after the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate C. Any and all documents, certificates and/or guaranties required by the holders of BCHI the Indebtedness and agreed to be provided by the Buyer;
D. Executed closing statement, itemizing the dollar amount of all financial matters related to the Closing, including the adjustments and prorations provided for herein;
E. Letters to the tenants signed by Seller informing them of the sale of the Interests to Buyer, in substantially the form attached hereto as Exhibit C;
F. Certificate regarding Buyer’s representations and warranties required by Section 15, duly executed and acknowledged by Buyer substantially in the form of attached hereto as Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActD; and
(xv) G. Such further certificates, opinions and other documents as may be reasonably necessary or desirable in consummating the Purchaser may reasonably request or any Rating Agency may requiretransaction contemplated by the Agreement, including evidence of the authority of the person(s) executing the closing documents on behalf of Buyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Corporate Office Properties Trust)
Closing Documents. The Purchaser On or its designee before the Closing Date, the Bank shall have received all of and approved the following Closing Documentsdocuments or materials, each of which shall be in such forms as are agreed upon form and acceptable substance satisfactory to the PurchaserBank and, where appropriate, duly executed (and acknowledged where necessary) and delivered by the Underwriters, the Initial Purchasers and the Rating Agencies appropriate parties thereto:
(collectively, the “Interested Parties”)a) executed or certified copies, as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by of each of the Purchaser, the Mortgage Loan Seller and BCHIAuthority Documents;
(iib) The Indemnification Agreementcertificates of the Chief Executive Officer or Chief Financial Officer of the Authority and the Chief Executive Officer, duly executed by Chief Financial Officer or Secretary of the respective parties theretoLIPA Subsidiary, each dated as of the Closing Date in the forms attached hereto as Exhibit C and Exhibit D, respectively;
(iiic) A Secretary’s Certificate substantially in the form an opinion of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and Bond Counsel dated the Closing Date, and upon which addressed to the Interested Parties may relyBank, attaching thereto in the form attached hereto as exhibits the organizational documents of the Mortgage Loan SellerExhibit E;
(ivd) A Secretary’s Certificate substantially in an opinion of Counsel to the form of Exhibit D-2 heretoAuthority and to the LIPA Subsidiary, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which addressed to the Interested Parties may relyBank, attaching thereto in the form attached hereto as exhibits Exhibit F;
(e) certified copies of the organizational documents of BCHIthe Authority certified by its Secretary or Chief Executive Officer;
(vf) A certificate of good standing with respect to each certified copies of the Mortgage Loan Seller and BCHI issued by the Secretary of State organizational documents of the State LIPA Subsidiary certified by its Secretary or Chief Executive Officer;
(g) (i) evidence that, as of Delaware not earlier than fifteen (15) days prior to the Closing Date, the 2015 GR-5 Notes have been given a rating of not less than “P-1” by ▇▇▇▇▇’▇ and upon “A-1” by S&P; and (ii) recent evidence (which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially be in the form of Exhibit D-3 heretorecent ratings letters or a screen shot of such ratings) that the Bonds have been given an unenhanced long-term debt rating of not less than “A3”, executed “A-”, and “A-” by an executive officer at least two of ▇▇▇▇▇’▇, S&P, and ▇▇▇▇▇, respectively (the “Bond Rating Evidence”);
(h) satisfactory evidence that (i) a separate CUSIP number has been assigned to the Bank Note and (ii) at least one of Moody’s and ▇▇▇▇▇ has assigned to the Bank Note a long-term rating equal to or higher than investment grade;
(i) copies of all the Disclosure Materials;
(j) reimbursement for all fees and expenses incurred by the Bank in connection with issuance of the Mortgage Loan Seller Letter of Credit and the transactions contemplated herein in accordance with Section 2.2 hereof and the Fee Annex attached hereto;
(k) evidence satisfactory to the Bank that no lawsuits or governmental actions other than those referenced in Section 4.3 hereof are pending against the Authority in respect of the 2015 GR-5 Notes, or in connection with the Documents;
(l) evidence that all conditions precedent to the acceptance of the Letter of Credit as an “Alternate Credit Facility” under the General Resolution have been satisfied;
(m) evidence that the State Comptroller has duly approved this GR Reimbursement Agreement in accordance with Section 112 of the New York State Finance Law and that this GR Reimbursement Agreement has been filed in his office (and the execution by the State Comptroller of this GR Reimbursement Agreement will be deemed to constitute such evidence);
(n) contemporaneously with the issuance of the Letter of Credit, the Bank shall have received a specimen of the Existing Letter of Credit marked canceled and, not as a condition precedent to the issuance of the Letter of Credit, but by the close of business on the Mortgage Loan Seller’s behalf and dated the Closing Date, evidence that all amounts due and upon which owing under the Interested Parties may rely;Existing Reimbursement Agreement have been paid in full; and
(viio) A certificate of BCHI substantially in such other documents, agreements, instruments, certificates and opinions as the form of Exhibit D-4 heretoBank may reasonably require. All documents, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Datecertificates, opinions, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed instruments referred to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may above shall be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, satisfactory to both the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions Bank and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireits counsel.
Appears in 1 contract
Sources: Agreement to Extend Letter of Credit and to Amend Reimbursement Agreement
Closing Documents. The Purchaser or its designee Without limiting the generality of Section 8 hereof, the closing shall have received all be subject to delivery of each of the following documents:
(a) An Officers' Certificate of the Seller, dated the Closing DocumentsDate, in such forms as are agreed upon and acceptable to which the Originator, the Purchaser, Financial Security Assurance, Inc. ("FSA") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties "Underwriter") may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 1 hereto, executed by the Secretary or an assistant secretary and attached thereto copies of the Mortgage Loan certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California;
(b) An Officers' Certificate of the Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Originator, the Purchaser, FSA and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 2 hereto, executed with respect to certain facts regarding the sale of the Mortgage Loans by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated Seller to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIPurchaser;
(vc) A certificate An Opinion of good standing with respect to each Counsel of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Originator, the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) FSA and the Initial Purchasers Underwriter, substantially in the form attached hereto as Exhibit 3;
(only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections d) An Officer's Certificate of the Preliminary Prospectus and in Originator, dated the Preliminary Private Placement Memorandum (as Closing Date, upon which the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage LoansSeller, the related borrowers or Purchaser, FSA and the related Mortgaged PropertiesUnderwriter may rely, in the light form of Exhibit 4 hereto, and attached thereto copies of the circumstances certificate of incorporation, by-laws and certificate of good standing of the Originator under which they were made, not misleadingthe laws of its state of incorporation;
(xie) A letter from special counsel for An opinion of Counsel of the Mortgage Loan SellerOriginator, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, 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 Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, FSA and the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth Underwriter substantially in the Master Tape (form attached hereto as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculationsExhibit 5;
(xivf) If any Such opinions of counsel as the Certificates are “mortgage related securities” within Rating Agencies or the meaning of Trustee may request in connection with the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement;
(g) A letter from KPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified originators procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in Section 3(a)(41the Depositor's Prospectus Supplement, dated December 18, 1998 under the captions "Summary--The Mortgage Loans," "Risk Factors," "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Exchange ActSeller and the information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Pooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Master Servicer; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Salom BRS MRT Sec Vii Call FLT Rt Mt Ps Th Cer Ser 1998 Nc5)