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"), and upon which the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller; (ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely; (v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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; (vi) [Reserved]; (vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency); (viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto; (ix) 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 date thereof; (x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and (xi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 12 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr18), Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr17), Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr15)
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 the such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and Purchaser, the Mortgage Loan SellerSeller and BCHI;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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, 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 60 thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vvi) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-3 hereto, executed by an executive authorized 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;
(vivii) [Reserved]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;
(viiviii) A written opinion of Dechert LLPin-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 Interested Parties Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the TrusteeInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which opinion shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form of Exhibit D-3B hereto Preliminary Private Placement Memorandum (with such additions, deletions or modifications as the same may be required by either Rating Agency)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;
(viiixi) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Private Placement Memorandum), which letter shall 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 form light of Exhibit D-3C heretothe 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;
(ixxii) 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 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;
(xxiii) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 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
(xixv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 11 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c36), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c33), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C30)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currency of the United States not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 11 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 2020-C55)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's Certificate 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 resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 (Wells Fargo Commercial Mortgage Trust 2020-C58), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55)
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 the such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-3 hereto, executed by an executive authorized 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2024-5c31), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c31), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c31)
Closing Documents. The Purchaser or its designee Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall have received all consist of 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"), and upon which the Interested Parties may relydocuments:
(i1) This this Agreement (to be executed and delivered only for the initial Closing Date);
(2) the Interim Servicing Agreement, duly dated as of the initial Cut-off Date (to be executed by and delivered only for the Purchaser initial Closing Date);
(3) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date;
(4) the related Mortgage Loan Schedule (one copy to be attached to the Custodian's counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto);
(ii5) Each of a Custodian's Certification, as required under the Pooling and Servicing Agreement and the Indemnification Custodial Agreement, duly executed by in the respective parties theretoform of Exhibit 2 to the Custodial Agreement;
(iii6) An with respect to the initial Closing Date, an Officer's Certificate, in the form of Exhibit C hereto with respect to each of the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser;
(7) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary D hereto ("Opinion of Counsel of the Mortgage Loan Seller"); with respect to subsequent Closing Dates, 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 an Opinion of Counsel of the board of directors Seller upon request 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 SellerPurchaser;
(iv) A certificate of good standing 8) with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the initial Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate an Opinion of Counsel of the Mortgage Loan Seller Custodian (who may be an employee of the Custodian), substantially in the form of Exhibit D-2 hereto, executed by an executive officer of exhibit to the Mortgage Loan Seller on the Mortgage Loan Seller's behalf and dated the Closing Date, and upon which the Interested Parties may relyCustodial Agreement(s);
(vi9) [Reserved];
(vii) A written opinion of Dechert LLPa Security Release Certification, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B E or F, as applicable, hereto (with executed by any 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 additions, deletions or modifications as may be required by either Rating Agency)person;
(viii10) A letter from Dechert LLPa certificate or other evidence of merger or change of name, special counsel for signed or stamped by the applicable regulatory authority, 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, dated the Closing Date if applicable;
(11) Assignment and addressed to BSCMSI and the Underwriters, which letter shall be substantially Conveyance Agreement in the form of Exhibit D-3C G hereto, and all exhibits thereto;
(ix12) 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 initial Closing Date, the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion Underwriting Guidelines to be addressed attached hereto as Exhibit H and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the other Interested Parties related Assignment 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculationsConveyance; and
(xi13) Such further certificates, opinions and documents as a MERS Report reflecting the Purchaser may reasonably request as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or any Rating Agency may requireits attorneys.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Home Equity Loan Trust 2006-3), Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc), Pooling and Servicing Agreement (Morgan Stanley Home Equity Loan Trust 2006-1)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary Registrar of State of the State of Delaware Companies for Scotland not earlier than 60 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Free Writing Prospectus and in the form 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 Exhibit D-3C heretothe 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 light of the circumstances under which they were made, not misleading;
(ix) copies 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 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Free Writing Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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;
(xii) 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xixiii) 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 (WFRBS Commercial Mortgage Trust 2013-C14), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2013-Lc12), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C15)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currency of the United States not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 Trust 2018-C47), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2018-C46), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2018-C45)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currency of the United States not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated the date of any preliminary Prospectus Supplement, prior to the Prospectus Supplement and the 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 Trust 2022-C62), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60)
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 the such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currency not earlier than 60 thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-3 hereto, executed by an executive authorized 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2024-5c31), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c31), 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 acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the "“Interested Parties"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware New York not earlier than 60 thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 Trust 2025-C64), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c3), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2024-5c1)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's A Certificate of an Officer 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 resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currency of the United States not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated the date of any preliminary Prospectus Supplement, prior to the Prospectus Supplement and the 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 Trust 2022-C62), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's A Certificate of an Officer 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 resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currency of the United States not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 Securities Inc), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C54), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C50)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 certificate of good standing with respect to each of the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-3 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2019-C3), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2019-C3), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2019-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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary Registrar of State of the State of Delaware Companies for Scotland not earlier than 60 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the UnderwritersInitial 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 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 Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which letter shall be substantially was approximately 3:00 p.m. (Eastern Time) on March 6, 2013 with respect to the Certificates (other than the Class X-A, Class X-B, Class X-C, Class E, Class F, Class G and Class R Certificates), was approximately 1:30 p.m. (Eastern Time) on March 8, 2013 with respect to the Class X-A, Class X-B, Class X-C, Class E, Class F and Class G Certificates and was approximately 12:20 p.m. (Eastern Time) on March 11, 2013 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 form statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in light of Exhibit D-3C heretothe circumstances under which they were made, not misleading;
(ix) copies 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 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Free Writing Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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;
(xii) 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xixiii) 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 2013-C12), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-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 the such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and Purchaser, the Mortgage Loan SellerSeller and FBRT;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 ’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 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 FBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and 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 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vvi) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-3 hereto, executed by an executive authorized 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;
(vivii) [Reserved]A certificate of FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of FBRT on FBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiviii) A written opinion of Dechert LLPin-house or independent counsel for the Mortgage Loan Seller and FBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and FBRT’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 FBRT, 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 FBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the TrusteeInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which opinion shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form of Exhibit D-3B hereto Preliminary Private Placement Memorandum (with such additions, deletions or modifications as the same may be required by either Rating Agency)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;
(viiixi) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Private Placement Memorandum), which letter shall 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 form light of Exhibit D-3C heretothe 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;
(ixxii) 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 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;
(xxiii) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 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
(xixv) 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 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's Certificate substantially in (A) The organizational documents of the form Mortgage Loan Seller, including the bylaws and, if applicable, resolutions of Exhibit D-1 heretothe board of directors, executed authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, the authenticity and completeness of such documents to be certified as of the Closing Date by the Secretary or of the Mortgage Loan Seller and dated the Closing Date, (B) the documents described in clause (iv) of this Section 7, the authenticity of which to be certified as of the Closing Date by the Secretary of the Mortgage Loan Seller, and (C) an assistant secretary incumbency certificate executed by an 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State each of the New York State Department of Delaware Financial Services and the French Republic not earlier than 60 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 (SG Commercial Mortgage Securities, LLC), Mortgage Loan Purchase Agreement (SG Commercial Mortgage Securities, LLC)
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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Comptroller of the State Currency of Delaware the United States not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr18), Mortgage Loan Purchase and Sale Agreement (Bear Stearns 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's Certificate 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 resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated a date prior to the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2022-C62), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59)
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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary secretary of State state of the State of Delaware Ohio not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Wood LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr18), Mortgage Loan Purchase and Sale Agreement (Bear Stearns 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's Certificate 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 resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated the date of any preliminary Prospectus Supplement, prior to the Prospectus Supplement and the 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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-C61), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware New York not earlier than 60 thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed-upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2025-5c5), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c4)
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"), and upon which the Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An an Officer's Certificate substantially in the form of Exhibit D-1 B-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 (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;
(iviii) A a certificate of good standing with respect to regarding the Mortgage Loan Seller issued by from the Secretary of State of for the State of Delaware New York, dated not earlier than 60 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-2 B-2 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 Purchaser, each Underwriter and each Initial Purchaser may rely;
(viv) [Reserved];
(vii) A in a form reasonably acceptable to counsel to the Purchaser, a written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Interested Parties Purchaser and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)each Underwriter;
(viiivi) A letter from Dechert LLPto the extent required by any of the Rating Agencies, special a written opinion of counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 Purchaser regarding the characterization of the transfer of the Mortgage Loans hereunder to the Purchaser as a "true sale", with each subject to such opinion to reasonable assumptions and qualifications as may be requested by counsel for the Purchaser, dated the Closing Date and addressed to the other Interested Parties Rating Agencies, the Purchaser, each Underwriter 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 date thereofTrustee;
(xvii) One or more comfort letters from Deloitte & Touche LLP, certified public accountantsthe Supplemental Agreement, dated as of the date of any preliminary Prospectus Supplementhereof, the Prospectus Supplement between GMAC Commercial Mortgage Corporation ("GMACCM") and the Memorandum, respectively, and addressed to, and in form and substance acceptable to, Mortgage Loan Seller (the Interested Parties (other than the Rating Agencies"Supplemental Agreement"), stating in effect that, using the assumptions duly executed and methodology used delivered by BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers GMACCM and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculationsLoan Seller; and
(xiviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 2 contracts
Sources: 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's Certificate substantially in (A) The organizational documents of the form Mortgage Loan Seller, including the bylaws and, if applicable, resolutions of Exhibit D-1 heretothe board of directors, executed authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, the authenticity and completeness of such documents to be certified as of the Closing Date by the Secretary or of the Mortgage Loan Seller and dated the Closing Date, (B) the documents described in clause (iv) of this Section 7, the authenticity of which to be certified as of the Closing Date by the Secretary of the Mortgage Loan Seller, and (C) an assistant secretary incumbency certificate executed by an 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State each of the New York State Department of Delaware Financial Services and the French Republic not earlier than 60 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Free Writing Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Free Writing Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2015-C31), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-C31)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary Registrar of State of the State of Delaware Companies for Scotland not earlier than 60 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Free Writing Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Free Writing Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2014-C21), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2014-C19)
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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary secretary of State state of the State of Delaware Ohio not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert LLPThacher Proffitt & Wo▇▇ ▇▇▇, special counsel ▇▇▇▇▇▇▇ ▇▇unsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert LLPThacher Proffitt & Wo▇▇ ▇▇▇, special ▇▇▇▇▇▇▇ counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Pwr13), Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Pwr13)
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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware New York not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr18), Mortgage Loan Purchase and Sale Agreement (Bear Stearns 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"”), and upon which the Interested Parties may relyas applicable:
(i) This Agreement, duly executed by the Purchaser and Purchaser, the Mortgage Loan SellerSeller and the LC Guarantors;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary a duly authorized 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 resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's ’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 Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by an Authorized Person of LCFH, 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 LCFH;
(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 the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware Delaware, dated not earlier than 60 thirty (30) 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, dated not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vviii) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-5 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;
(viix) [Reserved]A certificate of LCFH substantially in the form of Exhibit D-6 hereto, executed by an executive officer of LCFH on LCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viix) 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 Dechert LLPin-house or independent counsel for the Mortgage Loan Seller and the LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and each LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(xiii) A written opinion of special counsel for the Mortgage Loan Seller and the 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 each of the LC Guarantors, except as such enforceability may be limited by (A) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws;
(xiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the TrusteeInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which opinion shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form of Exhibit D-3B hereto Preliminary Private Placement Memorandum (with such additions, deletions or modifications as the same may be required by either Rating Agency)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;
(viiixv) A letter from Dechert LLP, special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Private Placement Memorandum), which letter shall relating to the information regarding the Mortgage Loans set forth in agreed upon 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 form light of Exhibit D-3C heretothe 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 as of the date hereof;
(ixxvi) 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 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 date thereof;
(xxvii) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xviii) 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
(xixix) 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 (UBS Commercial Mortgage Trust 2017-C6), Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2017-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 acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the "Interested Parties"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr18), Mortgage Loan Purchase and Sale Agreement (Bear Stearns 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary Registrar of State of the State of Delaware Companies for Scotland not earlier than 60 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the UnderwritersInitial 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 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 Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which letter shall be substantially was approximately (a) 4:05 p.m. (Eastern Time) on April 17, 2013 with respect to the Certificates (other than the Class X-A, Class X-B, Class X-C and Class R Certificates), (b) 12:15 p.m. (Eastern Time) on April 19, 2013 with respect to the Class X-A, Class X-B and Class X-C Certificates and (c) 10:45 a.m. (Eastern Time) on April 23, 2013 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 form statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in light of Exhibit D-3C heretothe circumstances under which they were made, not misleading;
(ix) copies 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 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Free Writing Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2013-C13), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13)
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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved];
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI BSCMSII and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI BSCMSII or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Pwr11), Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Pwr11)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 certificate of good standing with respect to each of the Mortgage Loan Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currency not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-3 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2019-C3), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2019-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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, Wickersham & Taft LLP, special counsel ▇▇▇▇▇▇▇ ▇▇unsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, Wickersham & Taft LLP, special counsel ▇▇▇▇▇▇▇ ▇▇unsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Pwr13), Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Pwr13)
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"), and upon which the Interested Parties may relyfollowing:
(ia) This Agreement, Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iiib) 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 and each Underwriter and the Initial Purchaser 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;
(ivc) A certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 C-2 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 Purchaser and each Underwriter and each Initial Purchaser may rely;
(vid) [Reserved];
(vii) A written opinion Written opinions of Dechert LLP, special counsel for the Mortgage Loan Seller Trustee and counsel for the Seller, in such form and substance and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Interested Parties Purchaser and the Trusteeeach Underwriter and each Initial Purchaser;
(e) The Supplemental Agreement, which opinion shall be substantially in the form of Exhibit D-3B hereto D hereto, dated as of August 21, 1998, between GMAC Commercial Mortgage Corporation (with such additions"GMACCM" and the Seller, deletions or modifications as may be required duly executed and delivered by either Rating Agency)GMACCM and the Seller;
(viiif) A letter from Dechert LLPThe Assignment Agreement, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C E hereto, dated August 21, 1998, between the Seller and the Purchaser, duly executed and delivered by the Seller and the Purchaser;
(ixg) 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 The Indemnification Agreement, includingsubstantially in the form of Exhibit F hereto, 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 dated as of date thereof;
(x) One or more comfort letters from Deloitte & Touche LLPAugust 21, certified public accountants1998, dated the date of any preliminary Prospectus Supplementbetween GMACCM and ▇▇▇▇▇▇ ▇▇▇, the Prospectus Supplement Inc., duly executed and the Memorandumdelivered by GMACCM and ▇▇▇▇▇▇ ▇▇▇, 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculationsInc.; and
(xih) 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's A Certificate of an Officer 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 resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currency of the United States not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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; and;
(xixii) Such further certificatesIf any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.amended,
Appears in 1 contract
Sources: 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Comptroller of the State Currency of Delaware the United States not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Sidley Austin Brown & Wood LLP, special counsel for the Mortgage Loan Seller▇▇▇▇▇▇, dated the ▇▇▇ed ▇▇▇ Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Andrews Kurth LLP, special counsel for the Mortgage Loan SellerSelle▇, dated the ▇▇▇▇▇ ▇▇▇ Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan SellerLoa▇ ▇▇▇▇▇▇, dated the dat▇▇ ▇he Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan SellerLoa▇ ▇▇▇▇▇▇, dated the dat▇▇ ▇he Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware New York not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currency of the United States not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved];A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; -19-
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;; -20-
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated the date of any preliminary Prospectus Supplement, prior to the Prospectus Supplement and the 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2017-C1)
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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware New York not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan Mo▇▇▇▇▇▇ ▇▇▇n Seller, dated the th▇ Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan SellerMo▇▇▇▇▇▇ ▇▇▇n S▇▇▇▇r, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 the such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware Maryland not earlier than 60 thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-3 hereto, executed by an executive authorized 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 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"), and upon which the Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An 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 (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;
(iviii) A a certificate of good standing with respect to regarding the Mortgage Loan Seller issued by from the Secretary of State of for the State of Delaware New York, dated not earlier than 60 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-2 C-2 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 Purchaser, each Underwriter and each Initial Purchaser may rely;
(viv) [Reserved];
(vii) A in a form reasonably acceptable to counsel for the Purchaser, a written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Interested Parties Purchaser, each Underwriter and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)each Initial Purchaser;
(viiivi) A letter from Dechert LLPto the extent required by any of the Rating Agencies, special a written opinion of counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 Purchaser regarding the characterization of the transfer of the Mortgage Loans hereunder to the Purchaser as a "true sale", with each subject to such opinion to reasonable assumptions and qualifications as may be requested by counsel for the Purchaser, dated the Closing Date and addressed to the other Interested Parties Rating Agencies, the Purchaser, each Underwriter 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 date thereofTrustee;
(xvii) One or more comfort letters from Deloitte & Touche LLP, certified public accountantsthe Supplemental Agreement, dated as of the date of any preliminary Prospectus Supplementhereof, the Prospectus Supplement between GMAC Commercial Mortgage Corporation ("GMACCM") and the Memorandum, respectively, and addressed to, and in form and substance acceptable to, Mortgage Loan Seller (the Interested Parties (other than the Rating Agencies"Supplemental Agreement"), stating in effect that, using the assumptions duly executed and methodology used delivered by BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers GMACCM and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculationsLoan Seller; and
(xiviii) 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's Certificate 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 resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 sections of the Prospectus and the Private Placement Memorandum (as the -20- 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary secretary of State state of the State of Delaware Ohio not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Thacher Proffitt & Wood LLP, special counsel for the Mortgage Loan Seller▇▇▇▇ ▇▇▇▇▇▇, dated the ▇▇▇ed ▇▇▇ Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Thacher Proffitt & Wood LLP, special counsel for the Mortgage Loan Seller▇▇▇▇ ▇▇▇▇▇▇, dated ▇▇▇ed the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary secretary of State state of the State of Delaware Ohio not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Thacher Proffitt & Wood LLP, special counsel for the Mortgage Loan SellerMortga▇▇ ▇▇▇▇ ▇▇▇▇▇▇, dated the dat▇▇ ▇he Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Thacher Proffitt & Wood LLP, special counsel for the Mortgage Loan SellerMortga▇▇ ▇▇▇▇ ▇▇▇▇▇▇, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 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"), and upon which the Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An 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 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 a certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-1B 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;
(vi) [Reserved];
(vii) A a written opinion of Dechert LLP, special in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trusteerespective parties to the Pooling and Servicing Agreement, which opinion shall be substantially in the form of Exhibit D-3B D-2A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) a written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Seller, dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be substantially in the form of Exhibit D-2B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert LLPa written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be substantially in the form of Exhibit D-2C hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(ix) a letter from Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, 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-3C D-2D hereto;
(ix) 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 date thereof;
(x) One one or more comfort letters from Deloitte & Touche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, Supplement and of the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicableCSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, to be in agreement with the results of such calculations; and
(xi) 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary secretary of State state of the State of Delaware Ohio not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Thacher Proffitt & Wood LLP, special counsel for the Mortgage Loan SellerMortg▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, dated da▇▇▇ the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Thacher Proffitt & Wood LLP, special counsel for the Mortgage Loan SellerMortg▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 (a) At the Closing, Sellers shall have received deliver to Buyer 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"), and upon which the Interested Parties may relyfollowing:
(i) This Agreementa certificate of each Seller that all appropriate action authorizing the execution, performance and delivery of this Agreement has been taken;
(ii) a copy of each instrument pursuant to which a Governmental Authority or other person consents to the transfer of the Franchise which it issued, substantially in the form of EXHIBIT B;
(iii) wire transfer instructions for the Purchase Price and a receipt, substantially in the form of EXHIBIT E, for the Purchase Price;
(iv) a bill ▇▇ sale, substantially in the form of EXHIBIT F;
(v) for each parcel of Real Property a deed in the form customarily used in the jurisdiction where the real property is located;
(vi) Certification of Nonforeign Status for each Seller pursuant to section 1.1445-2(b)(2) of the United States Treasury Income Tax Regulations, substantially in the form of EXHIBIT G;
(vii) for each lease of real property listed on SCHEDULE 3.13 for which a consent is required, an assignment, assumption and consent, if required, substantially in the form of EXHIBIT C, duly executed by the Purchaser relevant Seller and the Mortgage Loan Sellerthird party, if any, whose consent is required for the assignment of such lease;
(iiviii) Each for each Contract the assignment of which requires a Required Consent, an assignment, assumption and consent substantially in the Pooling and Servicing Agreement and the Indemnification Agreementform of EXHIBIT D, duly executed by the respective parties theretorelevant Seller and the third party to such Contract;
(iiiix) An Officer's Certificate documents of title for any motor vehicles included within the Assets;
(x) a certificate of each Seller, 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 EXHIBIT H;
(xi) a written opinion dated the Closing Date, and upon which the Interested Parties may relyfrom Pillsbury Madison & Sutro LLP, 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 Agreementcounsel to Sellers, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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 relyannexed hereto as EXHIBIT I;
(vi) [Reserved];
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Asset Purchase Agreement (Northland Cable Properties Six LTD Partnership)
Closing Documents. The Subject to the provisions of this Agreement, the parties shall deliver the following documents to Escrow Agent, unless otherwise specified, all in form and substance reasonably satisfactory to Seller and Purchaser or its designee shall have received and all dated as of the following Closing Date (the “Closing Documents”), in such forms as are agreed upon and acceptable prior to or at the PurchaserClosing:
(a) Seller shall deliver, or cause to be delivered, the Underwriters, the Initial Purchasers following original executed and the Rating Agencies acknowledged (collectively, the "Interested Parties"), where applicable) Closing Documents and upon which the Interested Parties may relyother items:
(i) This Agreement, duly executed by the Purchaser bargain and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's Certificate sale deeds substantially in the form of Exhibit D-1 hereto, executed by A-1 and Exhibit A-2 (collectively 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“Deeds”);
(ivii) A certificate an Assignment and Assumption of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date▇▇▇▇▇▇▇▇▇, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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 relyB-1;
(viiii) [Reserved];
(vii) A written opinion an Assignment and Assumption of Dechert LLPthe Existing NBC Lease, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)B-2;
(viiiiv) A letter from Dechert LLPa certification of non-foreign status as set forth in Treasury Regulation §1.1445-2(b), special counsel for the Mortgage Loan Sellerexecuted by each transferor of a United States real property interest (as defined in Code section 897(c)), dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C heretoC;
(v) a ▇▇▇▇ of sale for the Building Equipment and certain other Transferred Assets substantially in the form of Exhibit D;
(vi) an assignment and assumption agreement relating to the Assigned Contracts and any assignable Permits, if any, substantially in the form of Exhibit E;
(vii) a New York City Real Property Transfer Tax Return (Form NYC-RPT) and New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate and Certification of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584), each duly executed by Seller, together with the payment of any amounts payable by Seller pursuant to Section 9.01 hereof;
(viii) a certificate evidencing the good standing of Seller under the laws of the State of Delaware and authority to do business in the State of New York;
(ix) copies a certificate substantially in the form of all other opinions rendered Exhibit F, signed by counsel for the Mortgage Loan Seller a duly authorized representative of Seller, to the Rating Agencies effect that the conditions set forth in connection Section 8.01(a) and Section 8.01(b) have been satisfied by Seller;
(x) an owner’s title affidavit in favor of the Title Company in the form of Exhibit G;
(xi) a certificate evidencing (A) approval by the Seller or other appropriate trust action approving of the transactions contemplated hereby and (B) the authority of the Person(s) executing this Agreement and Seller’s Closing Documents on behalf of Seller;
(xii) a closing statement (the “Closing Statement”) listing the apportionments made at the Closing as provided herein;
(xiii) notice to the Condominium regarding Seller’s conveyance to Purchaser of the Transferred Assets and succession of Purchaser to Seller’s interest under the Condominium Documents with respect to the Premises, as well as a change of notice address for Purchaser with respect to the Premises;
(xiv) such agreements with the ▇▇▇ or amendments to the ▇▇▇▇▇▇▇▇▇, PILOT Agreement, NBC-▇▇▇ Lease and Facilities Lease as are reasonably necessary to consummate the transactions contemplated by this Agreement; and
(xv) all keys to the Premises in Seller’s possession.
(b) Purchaser shall deliver, includingor cause to be delivered, but not limited tothe following original executed and acknowledged (where applicable) Closing Documents and other items:
(i) the Purchase Price as specified in Section 2.02;
(ii) an Assignment and Assumption of ▇▇▇▇▇▇▇▇▇ substantially in the form of Exhibit B-1;
(iii) an Assignment and Assumption of Existing NBC Lease substantially in the form of Exhibit B-2;
(iv) the assignment and assumption agreement relating to the Assigned Contracts and any assignable Permits, if any, substantially in the form of Exhibit E;
(v) a New York City Real Property Transfer Tax Return (Form NYC-RPT) and New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate and Certification of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584);
(vi) a certificate evidencing the good standing of Purchaser under the laws of the State of Delaware and authority to do business in the State of New York;
(vii) a certificate substantially in the form of Exhibit F, signed by an executive officer of Purchaser, to the effect that the conditions set forth in Section 8.01(a) and Section 8.01(b) have been satisfied by Purchaser;
(viii) such agreements with the ▇▇▇ or amendments to the ▇▇▇▇▇▇▇▇▇, PILOT Agreement, NBC-▇▇▇ Lease and Facilities Lease as are reasonably necessary to consummate the transactions contemplated by this Agreement;
(ix) executed waiver by Purchaser of certain rights with respect to RGI Development Rights (as defined in the characterization Declaration) required by Section 7.05(c) 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 date thereof;Declaration; and
(x) One the Closing Statement.
(c) Escrow Agent shall cause the Deeds to be recorded in the appropriate county, deliver originals or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated counterpart originals of the date of any preliminary Prospectus Supplement, Closing Documents to the Prospectus Supplement and the Memorandum, respectivelyparties entitled thereto, and addressed to, duly submit the Transfer Tax returns 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 BSCMSI or the Underwriters, as applicable, pay all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireamounts due thereunder.
Appears in 1 contract
Sources: Purchase and Sale Agreement (NBCUniversal Media, LLC)
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"), and upon which the Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An 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 (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;
(iviii) A a certificate of good standing with respect to regarding the Mortgage Loan Seller issued by from the Secretary of State of for the State of Delaware New York, dated not earlier than 60 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-2 C-2 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 Purchaser, each Underwriter and each Initial Purchaser may rely;
(viv) [Reserved];
(vii) A a written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, substantially in a form of Exhibit C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Interested Parties Purchaser, each Underwriter and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)each Initial Purchaser;
(viiivi) A letter from Dechert LLPto the extent required by any of the Rating Agencies, special a written opinion of counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 Purchaser regarding the characterization of the transfer of the Mortgage Loans hereunder to the Purchaser as a "true sale", with each subject to such opinion to reasonable assumptions and qualifications as may be requested by counsel for the Purchaser, dated the Closing Date and addressed to the other Interested Parties Rating Agencies, the Purchaser, each Underwriter 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 date thereofTrustee;
(xvii) One or more comfort letters from Deloitte & Touche LLP, certified public accountantsthe Supplemental Agreement, dated as of the date of any preliminary Prospectus Supplementhereof, the Prospectus Supplement between GMAC Commercial Mortgage Corporation ("GMACCM") and the Memorandum, respectively, and addressed to, and in form and substance acceptable to, Mortgage Loan Seller (the Interested Parties (other than the Rating Agencies"Supplemental Agreement"), stating in effect that, using the assumptions duly executed and methodology used delivered by BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers GMACCM and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculationsLoan Seller; and
(xiviii) 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"), and upon which the Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An 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 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 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 a certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved];
(vii) A a written opinion of Dechert LLP, special in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trusteerespective parties to the Pooling and Servicing Agreement, which opinion shall be substantially in the form of Exhibit D-3B D-3 hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) a written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Seller, dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be substantially in the form of Exhibit D-4 hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof.
(ix) a letter from Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, 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-5 hereto;
(x) One one or more comfort letters from Deloitte & Touche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, Supplement and of the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicableCSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, to be in agreement with the results of such calculations; and
(xi) 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 First Boston Mortgage Sec Corp 2001-Ck6)
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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware New York not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, Wickersham & ▇▇▇t LLP, special counsel cou▇▇▇▇ for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Comptroller of the State Currency of Delaware the United States not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Sidley Austin Brown & Wood LLP, special counsel for the Mortgage Loan Seller▇▇▇▇ ▇▇▇▇▇▇, dated da▇▇▇ the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Andrews Kurth LLP, special counsel for the Mortgage Loan SellerS▇▇▇▇▇, dated ▇▇▇▇▇ the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 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"), and upon which the Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An 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, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 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 certificate of incorporation and by-laws of the Mortgage Loan Seller;
(iv) A a certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 20 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]a written opinion of Long, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel for the Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A a written opinion of Dechert LLPSidley & Austin, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert LLPa written opinion of Sidley & Austin, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Interested Parties and the UnderwritersTrustee, which opinion shall be substantially in the form of Exhibit D-3C hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(ix) a letter from Sidley & Austin, special counsel for the Seller, which letter shall be substantially in the form of Exhibit D-3C D-3D hereto;
(ix) 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 date thereof;
(x) One one or more comfort letters from Deloitte & Touche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, Supplement and of the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicableCSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Schedule A-1 Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, to be in agreement with the results of such calculations; and
(xi) 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 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Comptroller of the State Currency of Delaware the United States not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 the such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware Maryland not earlier than 60 thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-3 hereto, executed by an executive authorized 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 2024-5c25)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the "“Interested Parties"”), as applicable, and upon which the such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-3 hereto, executed by an executive authorized 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary secretary of State state of the State of Delaware Ohio not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Wood LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 the such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 D-3 hereto, executed by an executive authorized 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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;
(x) 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;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI BSCMSII and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI BSCMSII or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 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"), and upon which the Interested Parties may relyfollowing:
(ia) This Agreement, Agreement duly executed and delivered by the Purchaser Company, CLF, Bedford, and the Mortgage Loan Seller;
(ii) Each of Prudential, and the Pooling and Servicing Agreement duly executed and delivered by the Company and the Indemnification Agreement, duly executed by the respective other parties thereto;
(iiib) An Officer's Certificate substantially in the form of Exhibit D-1 A-1 hereto, executed by the Secretary or an assistant secretary general partner of the Mortgage Loan SellerCLF, in his or her individual capacity, and dated the Closing Date, attaching thereto as exhibits the articles of incorporation, resolutions and upon which by-laws of the Interested Parties may relygeneral partner of CLF;
(c) An Officer's Certificate substantially in the form of Exhibit B-1 hereto, executed by Bedford, in his or her individual capacity, and dated the Closing Date, attaching thereto as exhibits (A) the articles of incorporation, resolutions and by-laws 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 SellerBedford;
(ivd) An Officer's Certificate substantially in the form of Exhibit C-1 hereto, executed by Prudential, in his or her individual capacity, and dated the Closing Date, attaching thereto as exhibits the articles of incorporation, resolutions and by-laws of Prudential;
(e) A certificate of good standing issued by the Secretary of State of the State of New Hampshire with respect to Bedford, a certificate of good standing issued by the Mortgage Loan Seller Secretary of Delaware with respect to Prudential, a certificate of good standing issued by the Secretary of State of the State of Delaware with respect to CLF and the general partner of CLF, each dated not earlier than 60 45 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vf) A Certificate certificate of the Mortgage Loan Seller general partner of CLF substantially in the form of Exhibit D-2 A-2 hereto, executed by an executive officer the authorized signatory of the Mortgage Loan Seller on the Mortgage Loan Seller's behalf general partner of CLF and dated the Closing Date, and upon which the Interested Parties may rely;
(vig) [Reserved]A certificate of Bedford substantially in the form of Exhibit B-2 hereto, executed by the authorized signatory of Bedford and dated the Closing Date;
(viih) A certificate of Prudential substantially in the form of Exhibit C-2 hereto, executed by the authorized signatory of Prudential and dated the Closing Date;
(i) A written opinion of Dechert LLPPaul H. McDowell, special Esq., ▇▇ ▇ther counsel for CLF, a written opinion of Robert Lloyd, Esq., o▇ ▇ther counsel for Bedford, and a written opinion of Fred Robustelli, ▇▇▇., ▇▇ ▇ther counsel for Prudential, each, in form and substance satisfactory to the Company, and subject to such reasonable assumptions and qualifications as may be required by counsel for each Seller and acceptable to counsel for the Mortgage Loan SellerCompany), dated the Closing Date and addressed to the Interested Parties Company, the Underwriters and the Trusteeeach Rating Agency, which opinion shall be substantially in the form of Exhibit D-3B hereto (and MBIA, together with such additions, deletions or modifications other written opinions as may be required by either a Rating Agency);
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xij) Such further certificates, opinions and documents as the Purchaser Company may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Bear Stearns 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Comptroller of the State Currency of Delaware the United States not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Sidley Austin Brown & Wood LLP, special counsel for the Mortgage Loan SellerL▇▇▇ ▇▇▇▇▇▇, dated the dat▇▇ ▇he Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Andrews Kurth LLP, special counsel for the Mortgage Loan SellerSe▇▇▇▇, dated the ▇▇▇▇▇ ▇he Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan SellerS▇▇▇▇▇, dated the ▇▇▇ed ▇▇▇ Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan SellerS▇▇▇▇▇, dated the ▇▇▇ed ▇▇▇ Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary Registrar of State of the State of Delaware Companies for Scotland not earlier than 60 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Free Writing Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Free Writing Prospectus Supplementand the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 (WFRBS Commercial Mortgage Trust 2014-C25)
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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary Registrar of State of the State of Delaware Companies for Scotland not earlier than 60 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the UnderwritersInitial 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 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 Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which letter shall be substantially was approximately 2:15 p.m. (Eastern Time) on November 30, 2012 with respect to the Certificates (other than the Class X-A, Class X-B, and Class R Certificates), was approximately 3:30 p.m. (Eastern Time) on December 4, 2012 with respect to the Class X-A and Class X-B Certificates and was approximately 12:00 p.m. (Eastern Time) on December 5, 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 form statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in light of Exhibit D-3C heretothe circumstances under which they were made, not misleading;
(ix) copies 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 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Free Writing Prospectus Supplementand 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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;
(xii) 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xixiii) 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 (WFRBS Commercial Mortgage Trust 2012-C10)
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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Comptroller of the State Currency of Delaware the United States not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI BSCMSII and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI BSCMSII or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 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"), and upon which the Interested Parties may relyfollowing:
(ia) This Agreement, Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iiib) An Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary General Counsel 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 (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;
(ivc) A certificate as of good standing with respect a recent date of the Deputy Superintendent of Banks of the State of New York Banking Department to the effect that the Mortgage Loan Seller issued by is validly existing as a foreign banking organization under the Secretary of State laws of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may relyNew York;
(vd) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 C-2 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 Purchaser and each Underwriter may rely;
(vie) [Reserved];
(vii) A written opinion Written opinions of Dechert LLP, special counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Interested Parties Purchaser and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)each Underwriter;
(viiif) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) copies of all Any other opinions rendered by of counsel for the Mortgage Loan Seller to reasonably requested by 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 of the Mortgage Loans hereunder as a true saleCertificates, 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers include the Purchaser and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculationsUnderwriter as an addressee; and
(xig) 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan SellerLo▇▇ ▇▇▇▇▇▇, dated da▇▇▇ the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan SellerLo▇▇ ▇▇▇▇▇▇, dated da▇▇▇ the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 (a) At the Closing, Seller shall have received deliver to Buyer 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"), and upon which the Interested Parties may relyfollowing:
(i) This Agreementa certificate of Seller that all appropriate action authorizing the execution, duly executed by the Purchaser performance and the Mortgage Loan Sellerdelivery of this Agreement has been taken;
(ii) Each a copy of each instrument pursuant to which a Governmental Authority or other person consents to the transfer of the Pooling and Servicing Agreement and Franchise which it issued, substantially in the Indemnification Agreement, duly executed by the respective parties theretoform of EXHIBIT B;
(iii) An Officer's Certificate wire transfer instructions for the Purchase Price and a receipt, substantially in the form of Exhibit D-1 heretoEXHIBIT E, for the Purchase Price;
(iv) a bill ▇▇ sale, substantially in the form of EXHIBIT F;
(v) for each parcel of Real Property a deed in the form customarily used in the jurisdiction where the real property is located;
(vi) Certification of Nonforeign Status for Seller pursuant to section 1.1445-2(b)(2) of the United States Treasury Income Tax Regulations, substantially in the form of EXHIBIT G;
(vii) for each lease of real property listed on SCHEDULE 3.13 for which a consent is required, an assignment, assumption and consent, if required, substantially in the form of EXHIBIT C, duly executed by Seller and the Secretary or third party, if any, whose consent is required for the assignment of such lease;
(viii) for each Contract the assignment of which requires a Required Consent, an assistant secretary assignment, assumption and consent substantially in the form of EXHIBIT D, duly executed by Seller and the Mortgage Loan third party to such Contract;
(ix) documents of title for any motor vehicles included within the Assets;
(x) a certificate of Seller, substantially in his or her individual capacity, and the form of EXHIBIT H;
(xi) a written opinion dated the Closing Date, and upon which from Pillsbury Madison & Sutro LLP, counsel to Seller, in the Interested Parties may rely, attaching thereto form annexed hereto 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 SellerEXHIBIT I;
(ivxii) A certificate of good standing with respect all data, books and records which relate primarily to the Mortgage Loan Systems and the Assets;
(xiii) a Certificate of Good Standing for Seller issued certified to by the Secretary of State of the State of Delaware not earlier than 60 days prior Nevada and a Certificate of Qualification certified to by the Secretary of State of the State of Georgia;
(xiv) such other documents and certificates as Buyer may reasonably request.
(b) At the Closing, Buyer shall deliver to Seller the following documents:
(i) a Certificate of Good Standing of Buyer certified to by the Secretary of State of the State of Washington and a Certificate of Qualification of Buyer certified to by the Secretary of State of the State of Georgia;
(ii) a Certificate of Buyer that all appropriate action authorizing the execution, performance and delivery of this Agreement has been taken;
(iii) an assumption agreement, substantially in the form of EXHIBIT J and an executed counterpart of each assignment, assumption and consent delivered by Seller pursuant to and in accordance with Section hereof;
(iv) a written opinion dated the Closing Date, and upon which from Buyer's counsel, in the Interested Parties may relyform annexed hereto as EXHIBIT K;
(v) A Certificate a certificate of the Mortgage Loan Seller Buyer, substantially in the form of Exhibit 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 relyEXHIBIT L;
(vi) [Reserved];a wire transfer of the Purchase Price pursuant to instructions received from Seller; and
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date such other documents and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications certificates as may be required by either Rating Agency);
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Northland Cable Properties Seven Limited Partnership)
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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware New York not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI BSCMSII and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI BSCMSII or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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 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"), and upon which the Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary 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 Depositor, Credit Suisse Securities, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 5, the "Interested Parties 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 a certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware California not earlier than 60 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved];
(vii) A a written opinion or opinions of Dechert LLP, special counsel for the Mortgage Loan SellerSeller (which may include an opinion of in-house counsel), dated the Closing Date and addressed to the Interested Parties and the Trusteerespective parties to the Pooling and Servicing Agreement, which opinion shall be substantially in form reasonably acceptable to the form of Exhibit D-3B hereto (with Purchaser and shall cover such additions, deletions or modifications corporate and other matters as may shall be reasonably required by either Rating Agency)the Purchaser;
(viiivii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One one or more comfort letters from Deloitte Ernst & Touche Young LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, Supplement and of the Prospectus Supplement and the MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (Depositor, Credit Suisse Securities, the other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by BSCMSI or the Underwriters, as applicableDepositor, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, to be in agreement with the results of such calculations; and;
(xiviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require;
(ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the 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
(x) 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 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 Commercial Mortgage Trust Series 2007-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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary Registrar of State of the State of Delaware Companies for Scotland not earlier than 60 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Free Writing Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Free Writing Prospectus Supplementand the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the MemorandumP▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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 any preliminary the Free Writing Prospectus Supplementand 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;
(xii) 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
(xixiii) 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 (RBS Commercial Funding 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"), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) 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 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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary secretary of State state of the State of Delaware Ohio not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]The written opinion of in-house counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(vii) A written opinion of Dechert ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Wood LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI BSCMSII and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI BSCMSII or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's 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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currency not earlier than 60 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved]A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in relating to the form enforceability of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency)this Agreement against the Mortgage Loan Seller;
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the UnderwritersInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), which letter shall be substantially relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the form 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 Exhibit D-3C heretothe 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;
(ix) copies 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 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 Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(x) 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 date thereof;
(xxi) One or more comfort agreed-upon procedures letters from Deloitte & Touche LLP, a nationally recognized firm of certified public accountantsaccountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of any preliminary the Preliminary Prospectus Supplementand the Preliminary Private Placement Memorandum, and (B) February 11, 2016, with respect to 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 BSCMSI the Mortgage Loan Seller, the Purchaser, the Underwriters or the UnderwritersInitial 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 the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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 any preliminary the Preliminary Prospectus Supplementand 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;
(xii) 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
(xixiii) 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-C32)
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"), and upon which the Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary 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 Depositor, Credit Suisse Securities, 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 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 a certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware California not earlier than 60 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved];
(vii) A a written opinion or opinions of Dechert LLP, special counsel for the Mortgage Loan SellerSeller (which may include an opinion of in-house counsel), dated the Closing Date and addressed to the Interested Parties and the Trusteerespective parties to the Pooling and Servicing Agreement, which opinion shall be substantially in form reasonably acceptable to the form of Exhibit D-3B hereto (with Purchaser and shall cover such additions, deletions or modifications corporate and other matters as may shall be reasonably required by either Rating Agency)the Purchaser;
(viiivii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One one or more comfort letters from Deloitte Ernst & Touche Young LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, Supplement and of the Prospectus Supplement and the MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (Depositor, Credit Suisse Securities, the other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by BSCMSI or the Underwriters, as applicableDepositor, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, to be in agreement with the results of such calculations; and;
(xiviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require;
(ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the 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
(x) 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 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 Commercial Mortgage Trust, Series 2007-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"), and upon which the Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An 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 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 a certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 EXHIBIT D-1B 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;
(vi) [Reserved];
(vii) A a written opinion of Dechert ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trusteerespective parties to the Pooling and Servicing Agreement, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C EXHIBIT D-2A hereto;
(ixvii) 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 date thereof;
(xviii) 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 comfort letters from Deloitte & Touche PricewaterhouseCoopers LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, Supplement and of the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicableCSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the MemorandumProspectus Supplement, respectively, to be in agreement with the results of such calculations; and
(xix) 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"”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) An Officer's ’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 ’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 certificate of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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;
(vi) [Reserved];
(vii) A written opinion of Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, which opinion shall be substantially in the form of Exhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(viii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and the Underwriters, which letter shall be substantially in the form of Exhibit D-3C hereto;
(ix) 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 date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement, the Prospectus Supplement and the 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 BSCMSI or the Underwriters, as applicable, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations; and
(xi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract