Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement. (b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof. (c) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller; (ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation; (iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; (iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and (v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB. (d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement. (e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request. (g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 86 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2025-C13 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2025-C13 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2025-C13 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Primary Free Writing Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 45 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2014-Gc25), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2014-Gc25), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Primary Free Writing Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 35 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2014-Gc25), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Primary Free Writing Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 26 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2015-Gc30), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2015-Gc30), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2015-Gc30)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Primary Free Writing Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 21 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2015-Gc30), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2015-Gc30), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2014-Gc26)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this AgreementDate, and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.D.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles articles of Association, charter, association and by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereoflaws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body or governmental agency Seller issued by the Comptroller of the Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that that, with respect to the Seller:
(A) the Seller is a national banking association duly organized, validly existing and in good standing in under the jurisdiction laws of its formationthe United States of America;
(iiiB) an officer’s certificate the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in form reasonably acceptable a procedure at law or in equity, except to the Underwritersextent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the Initial Purchasers andextent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, if and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the Mortgage Loans terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a Trust Subordinate Companion Loanparty or by which the Seller is bound, or to which any applicable Loan-Specific Initial Purchasers and to each Rating Agencyof its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(ivE) an opinion there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of counsel of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, subject either individually or in the aggregate, reasonably be expected to customary exceptions and carve-outs, in form reasonably acceptable to have a material adverse effect on the Underwriters, the Initial Purchasers and, if any ability of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and Seller to each Rating Agencyperform its obligations under this Agreement or the Indemnification Agreement; and
(vF) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Free Writing Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary Prospectus or final offering circular with respect to the related Loan-Specific Certificates, in each case Private Placement Memorandum as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to such Seller or the Seller InformationMortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Seller InformationMortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABmisleading.
(dc) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued Agreement and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Underwriting Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 19 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Regulation AB; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Regulation AB.
Appears in 16 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-P5)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 14 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2018-C5), Mortgage Loan Purchase Agreement (Benchmark 2018-B3 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-P8)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 13 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2021-B31 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B27 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B19 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of MontrealCiti Real Estate Funding Inc.) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 13 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2025-V16 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2025-V16 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2025-V13 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 11 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2024-V9 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V9 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V6 Mortgage Trust)
Conditions to Closing. (a) Conditions of the Subscriber’s Obligations. The obligation of the Seller Subscriber to sell purchase and pay for the Mortgage Loans shall be Private Placement Units is subject to the Seller fulfillment, on or before each Closing Date, of each of the following conditions.
a. The representations and warranties of the Company contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.
b. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.
c. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having received authority over the consideration for matters contemplated hereby, which prohibits the Mortgage Loans as consummation of any of the transactions contemplated by Section 1 this Agreement or the Warrant Agreement.
d. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement (as defined below), in each case on terms satisfactory to the Subscriber.
(b) Conditions of this Agreementthe Company’s Obligations. The obligations of the Purchaser Company to purchase the Mortgage Loans shall be Subscriber under this Agreement are subject to the satisfactionfulfillment, on or prior to the before each Closing Date, of each of the following conditions:.
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the a. The representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, Subscriber contained in Section 2 shall be true and correct in all material respects as of the Closing Date or at and as of such other date Closing Date as though then made.
b. The Subscriber shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Subscriber on or before such Closing Date.
c. The Company shall have obtained the consent of which such representation is made under its Board of Directors authorizing the terms execution, delivery and performance of Section 6(c) and Exhibit B to this Agreement, the Registration Rights Agreement and no event the Warrant Agreement and the issuance and sale of the Private Placement Units hereunder.
d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have occurred as been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Closing Date matters contemplated hereby, which would constitute a default on prohibits the part consummation of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered transactions contemplated by all signatories as required pursuant to this Agreement or the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Warrant Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 10 contracts
Sources: Private Placement Unit Purchase Agreement (890 5th Avenue Partners, Inc.), Private Placement Unit Purchase Agreement (890 5th Avenue Partners, Inc.), Private Placement Unit Purchase Agreement (890 5th Avenue Partners, Inc.)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion LoanCircular, any preliminary or final offering circular with respect to the related Loan-Specific CertificatesOffering Circular or any final Loan-Specific Offering Circular, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesOffering Circular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 10 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2024-C8 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-C8 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-C8 Mortgage Trust)
Conditions to Closing. (a) No later than the execution of this Agreement, the Joint Venture shall solicit the consent of Lender to the transactions contemplated hereby to the extent that such consent is required under the Deed of Trust. The obligation Joint Venture and the L'Auberge Venturer shall use reasonable efforts (but shall not be required thereby to incur any material cost or expense) to obtain such consent, to furnish Lender with all required financial or other information requested by Lender in connection with such consent and to obtain a written acknowledgment from Lender that the loan with respect to which such consent is being sought will not continue to apply against Lender's lending limit applicable to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Management, Inc., an Arizona corporation ("EWM"), or its affiliates following the assignment of the Seller EW Venturer's interest in the Joint Venture to sell the Mortgage Loans L'Auberge Venturer and the dissolution of the Joint Venture. The Closing shall be subject to receipt of Lender's written consent pursuant to such solicitation for consent and the Seller having received the consideration for the Mortgage Loans as contemplated written consent of Lender and ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company ("▇▇▇▇ ▇▇▇▇▇▇▇") pursuant to all similar solicitations being made concurrently herewith by Section 1 of this Agreement. The obligations various affiliates of the Purchaser to purchase Joint Venture under the Mortgage Loans Other Agreements. If such consents shall be subject not have been received by the Joint Venture on or before October 1, 1996 (the "Outside Closing Date"), this Agreement shall terminate without liability of any party to the satisfactionother hereunder on account of such termination; provided, however, that in the event ▇▇▇▇ ▇▇▇▇▇▇▇ shall have failed or refused to give its consent to any of the other transactions under one or more of the Other Agreements on or prior before the Outside Closing Date but all other conditions to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement hereunder shall have been duly performed and complied with and all of satisfied, the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions transactions contemplated hereby shall be consummated as set forth on Exhibit C to this Agreement, be true and correct elsewhere in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (Prior to the extent it affects execution hereof, the obligations Joint Venture has commenced an evaluation of the Seller hereunder)environmental condition of the Project. The approval by the Joint Venture of the environmental condition of the Project as disclosed in such evaluation shall be a condition to the Closing unless the Joint Venture waives such condition in writing on or before March 31, 1996. Failure by the Joint Venture to approve the evaluation or waive the condition on or before March 31, 1996, in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel either case in their reasonable discretionwriting, shall be duly executed deemed a disapproval and delivered by all signatories as required pursuant shall result in a termination of this Agreement without liability of any party to the terms thereof.
(c) The Purchaser other hereunder on account of such termination. No partial or condition waivers or approvals shall have received be made or given. In the following additional closing documents:
(i) copies of the Seller’s Articles of Associationevent such condition is neither satisfied nor waived on or before March 31, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters1996, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Joint Venture shall immediately notify Lender thereof and to each Rating Agency;
(ivwithdraw its request for consent described in Paragraph 4(a) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABabove.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 10 contracts
Sources: Joint Venture Agreement (Berry & Boyle Cluster Housing Properties), Joint Venture Agreement (Berry & Boyle Development Partners Ii), Joint Venture Agreement (Berry & Boyle Development Partners Ii)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Primary Free Writing Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, the related Mortgaged Properties and the related Mortgagors and their respective affiliates, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, the related Mortgaged Properties and the related Mortgagors and their respective affiliates, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 9 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc35), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc35)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this AgreementDate, and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.D.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles articles of Association, charter, association and by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereoflaws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body or governmental agency Seller issued by the Comptroller of the Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that that, with respect to the Seller:
(A) the Seller is a national banking association duly organized, validly existing and in good standing in under the jurisdiction laws of its formationthe United States of America;
(iiiB) an officer’s certificate the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in form reasonably acceptable a procedure at law or in equity, except to the Underwritersextent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the Initial Purchasers andextent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, if and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the Mortgage Loans terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a Trust Subordinate Companion Loanparty or by which the Seller is bound, or to which any applicable Loan-Specific Initial Purchasers and to each Rating Agencyof its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(ivE) an opinion there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of counsel of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, subject either individually or in the aggregate, reasonably be expected to customary exceptions and carve-outs, in form reasonably acceptable to have a material adverse effect on the Underwriters, the Initial Purchasers and, if any ability of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and Seller to each Rating Agencyperform its obligations under this Agreement or the Indemnification Agreement; and
(vF) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Preliminary Time of Sale, or the Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case Final Private Placement Memorandum as of the date thereof or as of the Closing Date (orDate, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading misleading. All terms used in this clause (iv) and (b) not otherwise defined herein shall have the Seller Information meaning set forth in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABIndemnification Agreement.
(dc) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued Agreements and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Underwriting Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 9 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion LoanCircular, any preliminary or final offering circular with respect to the related Loan-Specific CertificatesOffering Circular or any final Loan-Specific Offering Circular, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesOffering Circular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-sub- certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 8 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2024-5c4 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c4 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c4 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related Loan Combination (including, without limitation, the identity of the servicers for, and the terms of the Outside Servicing Agreement relating to, any Outside Serviced Loan Combination, and the identity of any co-originator of any Loan Combination), the related Mortgaged Properties and the related Mortgagors and their respective affiliates, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related Loan Combination (including, without limitation, the identity of the servicers for, and the terms of the Outside Servicing Agreement relating to, any Outside Serviced Loan Combination, and the identity of any co-originator of any Loan Combination), the related Mortgaged Properties and the related Mortgagors and their respective affiliates, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Regulation AB; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Regulation AB.
Appears in 8 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-P3), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular, (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 8 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2021-B29 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B29 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B29 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware, to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 8 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2023-C4 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C4 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C4 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this AgreementDate, and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.D.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles and RTI’s respective articles of Association, charter, by-laws or other organizational documents incorporation and all amendments, revisions, restatements and supplements thereofcertificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the Sellercertificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body Seller and RTI issued by the Secretary of State of the State of Delaware or governmental agency Maryland, as applicable, dated not earlier than sixty (60) days prior to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formationClosing Date;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions such Seller and carve-outsRTI, in form reasonably acceptable and substance satisfactory to the UnderwritersPurchaser and its counsel, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that that, with respect to each of the Seller and RTI (the “Redwood Parties”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) the Seller has the corporate power to execute and deliver this Agreement and the Indemnification Agreement (together, the “Redwood Agreements”) and to perform its obligations under the Redwood Agreements and RTI has the corporate power to execute and deliver the Redwood Agreements and to perform its obligations under the Redwood Agreements;
(C) the board of directors of each Redwood Party has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such Redwood Party of the Redwood Agreements, and the performance by such Redwood Party of such Redwood Party’s obligations thereunder;
(D) each Redwood Party has duly executed and delivered the Redwood Agreements;
(E) each Redwood Party’s execution and delivery of, and such party’s performance of its obligations under, each of the Redwood Agreements do not and will not (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary ProspectusSeller, the Preliminary Offering Circular or violate any such preliminary offering circular with respect to Loan-Specific Certificates, solely as existing provisions of the time articles of sale) contained incorporation or contain, as applicable, with respect to the Seller Information, any untrue statement certificate of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light incorporation of the circumstances under which they were madeSeller, not misleading and (b) the Seller Information in the Prospectus appears case of RTI, violate any existing provisions of the articles of incorporation or certificate of incorporation of RTI or (c) result in a breach or other violation of, or constitute a default under, any agreement listed on a schedule attached to be appropriately responsive such opinion (the “Other Specified Agreements”); provided that the opinion described in all material respects to this paragraph need not address any impact any Redwood Party’s actions may have under any financial covenants or tests, any consequences a default by any Redwood Party under any of the applicable requirements Redwood Agreements may have under any of Regulation AB.the Other Specified Agreements or any cross default provisions in the Other Specified Agreements;
(dF) The Public Certificates shall such counsel does not have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, actual knowledge that any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
provision in any Court Order (eas defined below) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and would be breached or otherwise violated by any Loan-Specific Initial Purchasers with such other certificates of its officers Redwood Party’s execution or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus Redwood Agreements or by any Redwood Party’s performance of any of its agreements in the Redwood Agreements. For purposes of this paragraph, the term “Court Order” means a court or administrative order, writ, judgment or decree that names a Redwood Party and is specifically directed to investorssuch Redwood Party. For purposes of such opinion, shall such counsel need not undertake any investigation to identify Court Orders to which any Redwood Party may be subject or review any Court Orders about which they may have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3actual knowledge; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.and
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2018-C6), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-P7)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this AgreementDate, and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.D.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles articles of Association, charter, by-laws or other organizational documents association and all amendments, revisions, restatements and supplements thereofcertificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body or governmental agency Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing in under the jurisdiction laws of its formationthe England and Wales;
(iiiB) an officer’s certificate the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in form reasonably acceptable a procedure at law or in equity, except to the Underwritersextent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the Initial Purchasers andextent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, if and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the Mortgage Loans terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a Trust Subordinate Companion Loanparty or by which the Seller is bound, or to which any applicable Loan-Specific Initial Purchasers and to each Rating Agencyof its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(ivE) an opinion there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of counsel of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, subject either individually or in the aggregate, reasonably be expected to customary exceptions and carve-outs, in form reasonably acceptable to have a material adverse effect on the Underwriters, the Initial Purchasers and, if any ability of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and Seller to each Rating Agencyperform its obligations under this Agreement or the Indemnification Agreement; and
(vF) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Free Writing Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary Prospectus or final offering circular with respect to the related Loan-Specific Certificates, in each case Private Placement Memorandum as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to such Seller or the Seller InformationMortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Seller InformationMortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABmisleading.
(dc) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued Agreement and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Underwriting Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date (or as of such other date as of which such specifically provided in the particular representation is made under the terms of Section 6(c) and Exhibit B to this Agreementor warranty), and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.E.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles articles of Association, charter, association and by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereoflaws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body or governmental agency Seller issued by the Comptroller of the Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that that, with respect to the Seller:
(A) the Seller is a national banking association duly organized, validly existing and in good standing in under the jurisdiction laws of its formationthe United States of America;
(iiiB) an officer’s certificate the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in form reasonably acceptable a procedure at law or in equity, except to the Underwritersextent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the Initial Purchasers andextent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, if and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the Mortgage Loans terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a Trust Subordinate Companion Loanparty or by which the Seller is bound, or to which any applicable Loan-Specific Initial Purchasers and to each Rating Agencyof its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(ivE) an opinion there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of counsel of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, subject either individually or in the aggregate, reasonably be expected to customary exceptions and carve-outs, in form reasonably acceptable to have a material adverse effect on the Underwriters, the Initial Purchasers and, if any ability of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and Seller to each Rating Agencyperform its obligations under this Agreement or the Indemnification Agreement; and
(vF) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (aA) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Preliminary Time of Sale, or the Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case Final Private Placement Memorandum as of the date thereof or as of the Closing Date (orDate, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (bB) that, with respect to information regarding the Seller Information in Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus appears to be is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(dc) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued Agreement and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Underwriting Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2023-B40 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2023-B40 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B24 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Maryland to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationMaryland;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-B19 Mortgage Trust), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2020-Gc46), Mortgage Loan Purchase Agreement (Benchmark 2019-B15 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc42), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc42), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc42)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Comptroller of the Currency to the effect that the Seller is duly organized, validly existing and in good standing in under the jurisdiction laws of its formationthe United States of America;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2021-B31 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B27 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B19 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date (or as of such other date as of which such specifically provided in the particular representation is made under the terms of Section 6(c) and Exhibit B to this Agreementor warranty), and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.E.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles articles of Association, charter, association and by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereoflaws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body or governmental agency Seller issued by the Comptroller of the Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that that, with respect to the Seller:
(A) the Seller is a national banking association duly organized, validly existing and in good standing in under the jurisdiction laws of its formationthe United States of America;
(iiiB) an officer’s certificate the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in form reasonably acceptable a procedure at law or in equity, except to the Underwritersextent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the Initial Purchasers andextent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, if and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the Mortgage Loans terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a Trust Subordinate Companion Loanparty or by which the Seller is bound, or to which any applicable Loan-Specific Initial Purchasers and to each Rating Agencyof its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(ivE) an opinion there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of counsel of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, subject either individually or in the aggregate, reasonably be expected to customary exceptions and carve-outs, in form reasonably acceptable to have a material adverse effect on the Underwriters, the Initial Purchasers and, if any ability of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and Seller to each Rating Agencyperform its obligations under this Agreement or the Indemnification Agreement; and
(vF) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (aA) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Preliminary Time of Sale, or the Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case Final Private Placement Memorandum as of the date thereof or as of the Closing Date (orDate, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (bB) that, with respect to information regarding the Seller Information in Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus appears to be is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(dc) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued Agreements and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Underwriting Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-B17 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2019-B14 Mortgage Trust), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2025-B41 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2025-B41 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2025-V15 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Primary Free Writing Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related Loan Combination (including, without limitation, the identity of the servicers for, and the terms of the Outside Servicing Agreement relating to, any Outside Serviced Loan Combination, and the identity of any co-originator of any Loan Combination), the related Mortgaged Properties and the related Mortgagors and their respective affiliates, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related Loan Combination (including, without limitation, the identity of the servicers for, and the terms of the Outside Servicing Agreement relating to, any Outside Serviced Loan Combination, and the identity of any co-originator of any Loan Combination), the related Mortgaged Properties and the related Mortgagors and their respective affiliates, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc35), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2021-B27 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B19 Mortgage Trust), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-Gc41)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. (a) The obligations of the Purchaser under this Agreement will be subject to purchase the satisfaction, on or prior to the Closing Date, of the following conditions:
(i) Each of the obligations of the Mortgage Loans Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller.
(ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof:
(1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;
(2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment;
(3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories;
(4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller;
(5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency;
(6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and
(7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates.
(iii) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇.
(iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request.
(b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(ai) Each of the The obligations of the Seller Purchaser required to be performed by it at on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Seller Purchaser under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct in all material respects as of the Closing Date or date hereof and as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this AgreementClosing Date, and no event shall have occurred as of the Closing Date which would constitute a default on the part breach by it of the Seller under terms of this Agreement, and the Purchaser Mortgage Loan Seller shall have received a certificate to the foregoing that effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this AgreementPurchaser.
(bii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof:
(1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;
(2) The Pooling and Servicing Agreement (Agreement, in form and substance reasonably satisfactory to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Mortgage Loan Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be all documents required thereby duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Sellersignatories;
(ii3) a A certificate of an officer of the Purchaser dated as of the Closing Date, in a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the UnderwritersMortgage Loan Seller, and attached thereto the Initial Purchasers and, if any resolutions of the Mortgage Loans is Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agencyrecent date;
(iv4) an opinion One or more opinions of counsel of from the Seller, subject to customary exceptions and carve-outs, Purchaser’s counsel in form and substance reasonably acceptable satisfactory to the UnderwritersMortgage Loan Seller;
(5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to intended rating from each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor Agency for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.Certificates;
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Arm Trust, Mortgage Pass-Through Certificates, Series 2005-6), Pooling and Servicing Agreement (Structured Asset Mortgage Investments Ii Trust 2005-Ar5), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2005-10)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles Certificate of Association, charter, by-laws or other organizational documents Incorporation and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular and the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not a Dealer) in the Prospectus appears on its face to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2019-C18 Commercial Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Purchaser and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles Certificate of Association, charter, by-laws or other organizational documents Formation and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Purchaser and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Purchaser and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not an Underwriter or Initial Purchaser) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (Credit Suisse Commercial Mortgage Securities Corp.), Mortgage Loan Purchase Agreement (Credit Suisse Commercial Mortgage Securities Corp.), Mortgage Loan Purchase Agreement (CSAIL 2016-C5 Commercial Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this AgreementDate, and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.D.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles articles of Association, charter, association and by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereoflaws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body or governmental agency Seller issued by the Comptroller of the Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that that, with respect to the Seller:
(A) the Seller is a national banking association duly organized, validly existing and in good standing in under the jurisdiction laws of its formationthe United States;
(iiiB) an officer’s certificate the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in form reasonably acceptable a procedure at law or in equity, except to the Underwritersextent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the Initial Purchasers andextent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, if and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the Mortgage Loans terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a Trust Subordinate Companion Loanparty or by which the Seller is bound, or to which any applicable Loan-Specific Initial Purchasers and to each Rating Agencyof its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(ivE) an opinion there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of counsel of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, subject either individually or in the aggregate, reasonably be expected to customary exceptions and carve-outs, in form reasonably acceptable to have a material adverse effect on the Underwriters, the Initial Purchasers and, if any ability of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and Seller to each Rating Agencyperform its obligations under this Agreement or the Indemnification Agreement; and
(vF) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Free Writing Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary Prospectus or final offering circular with respect to the related Loan-Specific Certificates, in each case Private Placement Memorandum as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to such Seller or the Seller InformationMortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to such Seller or the Seller InformationMortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABmisleading.
(dc) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued Agreement and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Underwriting Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)
Conditions to Closing. The This contract and Purchaser’s obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be Premises are also subject to and conditioned upon the satisfaction, on or prior to the Closing Date, fulfillment of the following conditionsconditions precedent:
(a) Each The accuracy, as of the obligations date of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all Closing, of the representations and warranties of the Seller under made in this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreementcontract.
(b) The Pooling delivery by Seller to Purchaser of a valid and Servicing Agreement (to subsisting Certificate of Occupancy or other required certificate of compliance, or evidence that none was required, covering the extent it affects the obligations building(s) and all of the Seller hereunder), in such form other improvements located on the property authorizing their use as is agreed upon and acceptable to a family dwelling at the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any date of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereofClosing.
(c) The delivery by Seller to Purchaser of a duly executed and sworn affidavit (in form prescribed by law) claiming exemption of the sale contemplated hereby, if such be the case, under Article 3 1-B of the Tax Law of the State of New York and the Regulations promulgated thereunder, as the same may be amended from time to time (collectively the “Gains Tax Law”); or if such sale shall have received not be exempt under the following additional closing documents:
Gains Tax Law, Seller and Purchaser agree to comply in a timely manner with the requirements of the Gains Tax Law and, at Closing, Seller shall deliver to Purchaser (i) copies of the Seller’s Articles of Associationan official return showing no tax due, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) an official return accompanied by a certificate as of certified or official bank check drawn on a recent date New York State banking institution payable to the order of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing New York State Department of Taxation and in good standing Finance in the jurisdiction of its formation;
(iii) an officer’s certificate amount of the tax shown to be due thereon. Seller in form reasonably acceptable to shall (x) pay promptly any additional tax that may become due under the UnderwritersGains Tax Law, the Initial Purchasers andtogether with interest and penalties thereon, if any, which may be assessed or become due after Closing, and/or execute any other documents that may be required in respect thereof, and (y) indemnify, defend and save Purchaser harmless from and against any of the Mortgage Loans is a Trust Subordinate Companion Loanforegoing and any damage, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
liability, cost or expense (ivincluding reasonable attorneys’ fees) an opinion of counsel which may be suffered or incurred by Purchaser by reason of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any nonpayment thereof. The provisions of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
this subparagraph (vc) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABshall survive Closing.
(d) The Public Certificates delivery by Seller to Purchaser of a certification stating that Seller is not a foreign person, which certification shall have been concurrently issued be in the form then required by FIRPTA. If Seller fails to deliver the aforesaid certification or if Purchaser is not entitled under FIRPTA to rely on such certification, Purchaser shall deduct and sold pursuant withhold from the purchase price a sum equal to 10% thereof (or any lesser amount permitted by law) and shall at Closing remit the withheld amount with the required forms to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase AgreementInternal Revenue Service.
(e) The Seller shall have executed delivery of the Premises and delivered concurrently herewith all building(s) and improvements comprising a part thereof in broom clean condition, vacant and free of leases or tenancies, together with keys to the Indemnification AgreementPremises.
(f) The Seller shall furnish All plumbing (including water supply and septic systems, if any), heating and air conditioning, if any, electrical and mechanical systems, equipment and machinery in the Purchaser, building(s) located on the Underwriters, the Initial Purchasers property and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment all appliances which are included in this sale being in working order as of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably requestdate of Closing.
(g) An officer If the Premises are a one or two family house, delivery by the parties at Closing of the Seller (other than if such Seller is Bank of Montreal) (i) prior affidavits in compliance with state and local law requirements to the effect that there is installed in the Premises a smoke detecting alarm device or devices.
(h) The delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer parties of any other affidavits required as a condition of recording the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3deed.
Appears in 5 contracts
Sources: Residential Contract of Sale, Residential Contract of Sale, Residential Contract of Sale
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date (or as of such other date as of which such specifically provided in the particular representation is made under the terms of Section 6(c) and Exhibit B to this Agreementor warranty), and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.E.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles certificate of Association, charter, incorporation and by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereoflaws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body or governmental agency Seller issued by the Secretary of State of the State of New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that that, with respect to the Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing in under the jurisdiction laws of its formationthe State of New York;
(iiiB) an officer’s certificate the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in form reasonably acceptable a procedure at law or in equity, except to the Underwritersextent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the Initial Purchasers andextent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, if and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the Mortgage Loans terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a Trust Subordinate Companion Loanparty or by which the Seller is bound, or to which any applicable Loan-Specific Initial Purchasers and to each Rating Agencyof its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(ivE) an opinion there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of counsel of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, subject either individually or in the aggregate, reasonably be expected to customary exceptions and carve-outs, in form reasonably acceptable to have a material adverse effect on the Underwriters, the Initial Purchasers and, if any ability of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and Seller to each Rating Agencyperform its obligations under this Agreement or the Indemnification Agreement; and
(vF) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (aA) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Preliminary Time of Sale, or the Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case Final Private Placement Memorandum as of the date thereof or as of the Closing Date (orDate, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (bB) that, with respect to information regarding the Seller Information in Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus appears to be is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(dc) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued Agreements and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Underwriting Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-B17 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2019-B14 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2018-B8 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date (or as of such other date as of which such specifically provided in the particular representation is made under the terms of Section 6(c) and Exhibit B to this Agreementor warranty), and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.E.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles certificate of Association, charter, incorporation and by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereoflaws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body or governmental agency Seller issued by the Secretary of State of the State of New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that that, with respect to the Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing in under the jurisdiction laws of its formationthe State of New York;
(iiiB) an officer’s certificate the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in form reasonably acceptable a procedure at law or in equity, except to the Underwritersextent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the Initial Purchasers andextent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, if and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the Mortgage Loans terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a Trust Subordinate Companion Loanparty or by which the Seller is bound, or to which any applicable Loan-Specific Initial Purchasers and to each Rating Agencyof its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(ivE) an opinion there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of counsel of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, subject either individually or in the aggregate, reasonably be expected to customary exceptions and carve-outs, in form reasonably acceptable to have a material adverse effect on the Underwriters, the Initial Purchasers and, if any ability of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and Seller to each Rating Agencyperform its obligations under this Agreement or the Indemnification Agreement; and
(vF) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (aA) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Preliminary Time of Sale, or the Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case Final Private Placement Memorandum as of the date thereof or as of the Closing Date (orDate, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (bB) that, with respect to information regarding the Seller Information in Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus appears to be is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(dc) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued Agreement and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Underwriting Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2023-B40 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2023-B40 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B24 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2023-5c1 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-5c1 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-5c1 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date (or as of such other date as of which such specifically provided in the particular representation is made under the terms of Section 6(c) and Exhibit B to this Agreementor warranty), and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.E.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles certificate of Association, charter, incorporation and by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereoflaws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body or governmental agency Seller issued by the Secretary of State of the State of Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that that, with respect to the Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing in under the jurisdiction laws of its formationthe State of Maryland;
(iiiB) an officer’s certificate the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in form reasonably acceptable a procedure at law or in equity, except to the Underwritersextent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the Initial Purchasers andextent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, if and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the Mortgage Loans terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a Trust Subordinate Companion Loanparty or by which the Seller is bound, or to which any applicable Loan-Specific Initial Purchasers and to each Rating Agencyof its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(ivE) an opinion there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of counsel of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, subject either individually or in the aggregate, reasonably be expected to customary exceptions and carve-outs, in form reasonably acceptable to have a material adverse effect on the Underwriters, the Initial Purchasers and, if any ability of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and Seller to each Rating Agencyperform its obligations under this Agreement or the Indemnification Agreement; and
(vF) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (aA) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Preliminary Time of Sale, or the Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case Final Private Placement Memorandum as of the date thereof or as of the Closing Date (orDate, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (bB) that, with respect to information regarding the Seller Information in Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus appears to be is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(dc) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued Agreement and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Underwriting Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2021-B24 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B20 Mortgage Trust), Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this AgreementDate, and no event shall have occurred as of the Closing Date which which, with notice or passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.D.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles articles of Association, charter, by-laws or other organizational documents association and all amendments, revisions, restatements and supplements thereofcertificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of the Seller;
(ii) a certificate as copy of a recent date certificate of good standing of the applicable regulatory body or governmental agency Seller issued by the New York State Department of Financial Services and a copy of a certificate of good standing issued by the Registrar of Companies for England and Wales, each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that that, with respect to the Seller:
(A) the Seller is a public limited company duly organized, validly existing and in good standing in under the jurisdiction laws of its formationEngland and Wales;
(iiiB) an officer’s certificate the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in form reasonably acceptable a procedure at law or in equity, except to the Underwritersextent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the Initial Purchasers andextent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) the Seller’s execution and delivery of, if and the Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller’s organizational documents or conflict with or result in the breach of any of the Mortgage Loans terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a Trust Subordinate Companion Loanparty or by which the Seller is bound, or to which any applicable Loan-Specific Initial Purchasers and to each Rating Agencyof its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller;
(ivE) an opinion there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of counsel of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, subject either individually or in the aggregate, reasonably be expected to customary exceptions and carve-outs, in form reasonably acceptable to have a material adverse effect on the Underwriters, the Initial Purchasers and, if any ability of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and Seller to each Rating Agencyperform its obligations under this Agreement or the Indemnification Agreement; and
(vF) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Preliminary Time of Sale, or the Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case Final Private Placement Memorandum as of the date thereof or as of the Closing Date (orDate, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading misleading. All terms used in this clause (iv) and (b) not otherwise defined herein shall have the Seller Information meaning set forth in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABIndemnification Agreement.
(dc) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued Agreement and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Underwriting Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular, (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc45), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc45), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc45)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency New York State Department of Financial Services to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York and a certificate as of a recent date of the Registrar of Companies for England and Wales to the effect that the Seller is duly organized, existing and in good standing in England and Wales;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Regulation AB; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Regulation AB.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-C3), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2016-P5)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of each of the Seller and the GCMC Guarantor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of each of the Seller and the GCMC Guarantor under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller or the GCMC Guarantor under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D D-1 to this Agreement and by the GCMC Guarantor substantially in the form of Exhibit D-2 to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and the GCMC Guarantor’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the SellerSeller or the Secretary of the GCMC Guarantor;
(ii) (a) with respect to the Seller, a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware and (b) with respect to the GCMC Guarantor, a certificate as of a recent date of the Secretary of State of the State of Delaware to the effect that the GCMC Guarantor is duly organized, existing and in good standing in the State of Delaware;
(iii) an officer’s certificate of each of the Seller and the GCMC Guarantor in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the SellerSeller and the GCMC Guarantor, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller and the GCMC Guarantor shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller and the GCMC Guarantor shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2025-5c10 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2025-C11 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c8 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles Certificate of Association, charter, by-laws or other organizational documents Incorporation and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date issued by the State of the applicable regulatory body or governmental agency Delaware to the effect that the Seller is duly organized, validly existing and in good standing in under the jurisdiction laws of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular and the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not a Dealer) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (CSAIL 2019-C18 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2019-C16 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans No Lender shall be subject obligated to make any Advance hereunder, nor shall any Lender, the Seller having received Administrative Agent or the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser Collateral Agent be obligated to purchase the Mortgage Loans shall be subject to the satisfactiontake, on fulfill or prior to the Closing Dateperform any other action hereunder, of until the following conditionsconditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement Transaction Document shall have been duly performed executed by, and complied delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to transactions contemplated by this Agreement, be true each in form and correct in all material respects as of substance satisfactory to the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(cAdministrative Agent;
(b) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser The Administrative Agent shall have received satisfactory evidence that each of the Seller, the Borrower and the Collateral Manager has obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby;
(c) The Seller, the Collateral Manager and the Borrower shall each have delivered to the Administrative Agent a certificate as to the foregoing effect signed by the Seller substantially whether such Person is Solvent in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:C;
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency The Borrower shall have delivered to the effect Administrative Agent a certification that the Seller is duly organizedno Default, validly existing and in good standing in the jurisdiction Event of its formation;
(iii) an officer’s certificate Default or Change of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular Control with respect to the related Loan-Specific CertificatesBorrower has occurred, in each case as (ii) the Collateral Manager shall have delivered to the Administrative Agent a certification that no Default, Event of the date thereof Default or as Change of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular Control with respect to Loan-Specific Certificatesthe Collateral Manager or Collateral Manager Termination Event has occurred and (iii) the Seller shall have delivered to the Administrative Agent a certification that no Default, solely as Event of the time Default or Change of sale) contained or contain, as applicable, Control with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.has occurred;
(e) The Seller Administrative Agent and the Collateral Manager shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaserreceived, with a counterpart for each Lender, the Underwritersexecuted legal opinion or opinions of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Initial Purchasers Borrower, covering enforceability, grant and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment perfection of the conditions set forth security interests on the Collateral, in this Agreement as the Purchaser each case, in form and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior substance acceptable to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.Administrative Agent in its reasonable discretion;
Appears in 4 contracts
Sources: Loan and Security Agreement (Kayne Anderson BDC, Inc.), Loan and Security Agreement (Kayne Anderson BDC, Inc.), Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-P8)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2023-C6 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-5c1 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-5c1 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles Certificate of Association, charter, by-laws or other organizational documents Formation and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not an Underwriter or Initial Purchaser) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (CSMC 2016-NXSR Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles Certificate of Association, charter, by-laws or other organizational documents Incorporation and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular and the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not a Dealer) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (CSAIL 2019-C18 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2019-C16 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Comptroller of the Currency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction United States of its formationAmerica;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2024-5c3 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c3 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-5c2 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(viv) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to Supplement satisfies the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2011-Gc5), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2011-Gc5), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2011-Gc5)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of each of the Seller and Société Générale required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of each of the Seller and Société Générale under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller or Société Générale under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D D-1 to this Agreement and by Société Générale substantially in the form of Exhibit D-2 to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and Société Générale’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the SellerSeller or the Secretary of Société Générale;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of each of the Seller and Société Générale in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the SellerSeller and Société Générale, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller and Société Générale shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller and Société Générale shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2024-5c3 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c3 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-5c2 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organizedformed, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2024-5c3 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c3 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-5c2 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular, (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific The Direct Sale Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific CIO Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2022-B33 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2022-B33 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2022-B33 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, Certificate of Formation, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears on its face to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2021-Gsa3), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gsa2), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gsa2)
Conditions to Closing. The obligation closing for the purchase and sale of each Mortgage Loan Package shall take place on the Seller to sell related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, each of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it i. at or least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem or email, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date pursuant to the terms of this Agreement shall have been duly performed (including accrued interest), and complied with and prepare a Mortgage Loan Schedule;
ii. all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, and under the Servicing Agreement shall be true and correct in all material respects as of the related Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as which, with notice or the passage of the Closing Date which time, would constitute a default on the part of the Seller under this Agreement or an Event of Default under the Servicing Agreement, and ;
iii. the Purchaser shall have received, or the Purchaser's attorneys shall have received a certificate to the foregoing effect signed by the Seller substantially in the form escrow, all closing documents as specified in Article XI of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form forms as is are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the terms thereof.hereof;
(c) The Purchaser iv. the Seller shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents delivered and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency released to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable Custodian all documents required pursuant to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating AgencyCustodial Agreement; and
(v) a letter from counsel v. all other terms and conditions of this Agreement and the Seller substantially related Purchase Price and Terms Agreement shall have been complied with. Subject to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement)foregoing conditions, the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect Purchaser shall pay to the Seller Informationon the related Closing Date the Purchase Price, any untrue statement plus accrued interest pursuant to Article IV of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating this Agreement, by wire transfer of immediately available funds to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Seller.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (BCAP LLC Trust 2008-Ind1), Trust Agreement (BCAP LLC Trust 2007-Aa1), Master Servicing and Trust Agreement (BCAP LLC Trust 2006-Aa2)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date confirmation, dated not earlier than thirty (30) days prior to the Closing Date, issued by the Office of the applicable regulatory body or governmental agency Superintendent of Financial Institutions of Canada to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formationCanada;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2024-V12 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V9 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V6 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Purchaser and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents [ORGANIZATIONAL DOCUMENTS] and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency [Secretary of State of the State of [STATE]] to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation[Jurisdiction];
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Purchaser and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Purchaser and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular and the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not an Underwriter or Initial Purchaser) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the The Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have executed and delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Credit Risk Retention Compliance Agreement.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (3650 REIT Commercial Mortgage Securities II LLC), Mortgage Loan Purchase Agreement (3650 REIT Commercial Mortgage Securities LLC), Mortgage Loan Purchase Agreement (3650 REIT Commercial Mortgage Securities LLC)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles Certificate of Association, charter, by-laws or other organizational documents Incorporation and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular and the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not an Underwriter or Initial Purchaser) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Primary Free Writing Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27)
Conditions to Closing. The obligation of Agent and each Lender to enter into this Agreement on the Seller Closing Date and to sell continue to make the Mortgage Loans hereunder, to issue any Support Agreements and of any LC Issuer to continue to issue any Lender Letter of Credit shall be subject to the Seller having received receipt by Agent of each agreement, document and instrument set forth on the consideration for the Mortgage Loans closing checklist attached hereto as contemplated Exhibit F, each in form and substance satisfactory to Agent, and such other closing deliverables reasonably requested by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject Agent and Lenders, and to the satisfaction, on or prior to the Closing Date, satisfaction of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior conditions precedent, each to the Closing Date pursuant to the terms satisfaction of this Agreement shall have been duly performed Agent and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Lenders and their respective counsel in their reasonable sole discretion:
(a) the receipt by Agent of executed counterparts of this Agreement and the other Financing Documents;
(b) the payment of all fees, shall be duly executed expenses and delivered by all signatories as required pursuant to the terms thereof.other amounts due and payable under each Financing Document;
(c) The Purchaser shall have received since December 31, 2016, the following additional closing documents:
(i) copies absence of any material adverse change in any aspect of the Seller’s Articles business, operations, properties, prospects or condition (financial or otherwise) of Associationany Credit Party, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of any event or condition which could reasonably be expected to result in such a recent date by the Secretary of the Sellermaterial adverse change;
(iid) a certificate the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of a recent date of the applicable regulatory body or governmental agency Closing Date, except to the effect extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date
(e) on the Seller is duly organizedClosing Date, validly existing no Default or Event of Default shall have occurred and in good standing in the jurisdiction of its formationbe continuing;
(iiif) an officer’s certificate the receipt of a Borrowing Base Certificate, prepared as of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating AgencyClosing Date; and
(vg) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or Credit Party Liquidity calculated as of the Closing Date (orshall not be less than $5,000,000. Each Lender, in the case of the Preliminary Prospectusby delivering its signature page to this Agreement, the Preliminary Offering Circular shall be deemed to have acknowledged receipt of, and consented to, approved and ratified, each Financing Document, each additional Operative Document and each other document, agreement and/or instrument required to be approved by Agent, Required Lenders or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or containLenders, as applicable, with respect to on the Seller InformationOriginal Closing Date or the Closing Date, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABas applicable.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Credit and Security Agreement (Mohawk Group Holdings, Inc.), Credit and Security Agreement (Mohawk Group Holdings, Inc.), Credit and Security Agreement (Mohawk Group Holdings, Inc.)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers andPurchasers, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers andPurchasers, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers andPurchasers, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular, the Final Offering Circular, the Preliminary Loan-Specific Offering Circular or the Final Loan-Specific Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to the Preliminary Loan-Specific CertificatesOffering Circular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any The Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any the Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc45), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc45), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc40)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Director of the Department of Assessments and Taxation of the State of Maryland to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationMaryland;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2025-B41 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2025-V15 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V12 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller and each of the LC Guarantors required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller and each of the LC Guarantors under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller or any of the LC Guarantors under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D D-1 and by each of the LC Guarantors substantially in the form of Exhibit D-2 to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and each of the LC Guarantors’ Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the SellerSeller or the Secretary of the applicable LC Guarantor;
(ii) (a) with respect to the Seller, a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware, and (b) with respect each of the LC Guarantors, a certificate as of a recent date of the Secretary of State of the State of Delaware to the effect that the applicable LC Guarantor is duly organized, existing and in good standing in the State of Delaware;
(iii) an officer’s certificate of the Seller and each of the LC Guarantors in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the SellerSeller and each of the LC Guarantors, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller and each of the LC Guarantors shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller and each of the LC Guarantors shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2018-C6), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2018-C5)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2024-5c3 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c3 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-5c2 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles Certificate of Association, charter, by-laws or other organizational documents Formation and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular and the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not an Underwriter or Initial Purchaser) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. (i) The obligations of the Purchaser to purchase the Mortgage Loans shall under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller.
(b) The Notes to be sold to Bear ▇▇▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇.
(ii) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Seller Purchaser under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct in all material respects as of the Closing Date or date hereof and as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this AgreementClosing Date, and no event shall have occurred as of the Closing Date which would constitute a default on the part breach by it of the Seller under terms of this Agreement, and the Purchaser Mortgage Loan Seller shall have received a certificate to the foregoing that effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this AgreementPurchaser.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations Mortgage Loan Seller shall have received copies of all of the Seller hereunder)following closing documents, in such form forms as is are agreed upon and reasonably acceptable to the Purchaser, the Mortgage Loan Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i1) copies If required pursuant to Section 3 hereof, the Amendment dated as of the Seller’s Articles of Association, charter, by-laws or other organizational Closing Date and any documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Sellerreferred to therein;
(ii2) a certificate as of a recent date of the applicable regulatory body or governmental agency The Trust Agreement, in form and substance reasonably satisfactory to the effect that the Seller is Mortgage Loan Seller, and all documents required thereby duly organized, validly existing and in good standing in the jurisdiction of its formationexecuted by all signatories;
(iii3) an officer’s The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories;
(4) The Indenture, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories;
(5) A certificate of an officer of the Seller Purchaser dated as of the Closing Date, in a form reasonably acceptable to the UnderwritersMortgage Loan Seller, and attached thereto the Initial Purchasers and, if any resolutions of the Mortgage Loans is a Trust Subordinate Companion LoanPurchaser authorizing the transactions contemplated by this Agreement and the Sale and Servicing Agreement, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel together with copies of the SellerPurchaser’s articles of incorporation, subject to customary exceptions and carve-outs, in form reasonably acceptable evidence as to the Underwriters, the Initial Purchasers and, if any good standing of the Mortgage Loans is Purchaser dated as of a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agencyrecent date; and
(v6) a letter from counsel of the Seller substantially to the effect that Such other documents, certificates (aincluding additional representations and warranties) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions as may be reasonably necessary to evidence fulfillment of secure the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor intended rating from each Rating Agency for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Notes.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Bear Stearns ARM Trust 2006-1), Sale and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC), Sale and Servicing Agreement (Bear Stearns ARM Trust 2006-1)
Conditions to Closing. 10.1 The obligation of the Seller parties hereto to sell consummate the Mortgage Loans Merger in accordance herewith shall be subject to the Seller having received satisfaction (or waiver) at the consideration for the Mortgage Loans as contemplated by Section 1 Effective Time of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, each of the following conditions:
(a) Each of Pentech shall have received a Fairness Opinion;
(b) the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement Stockholder Approval shall have been duly performed obtained and complied with be in effect;
(c) the waiting period under the HSR Act shall have expired or been terminated;
(d) no Order or Law shall be in effect which (i) makes illegal or prohibits consummation of the Merger or (ii) would have a Material Adverse Effect, and all no Proceeding which could result in the enactment or adoption of any such Law or the issuance of any such Order shall be pending;
(e) except for the filing of the Certificate of Merger, each Consent of, or Notice to, any Governmental Authority required for the consummation of the Merger and for the surviving corporation to conduct the Business, including without limitation any Order or other action by the NJDEPE under ECRA, shall have been obtained or given; and
(f) the Services Agreements shall have been executed and delivered by the respective parties thereto.
10.2 The obligation of JAKKS and Newco to consummate the Merger in accordance herewith shall also be subject to the satisfaction (or waiver) at the Effective Time of each of the following conditions:
(a) each of the representations and warranties made by Pentech herein that is qualified as to Material Adverse Effect shall be true, and each of the Seller under this Agreement shallrepresentations and warranties made by Pentech herein that is not so qualified shall be true in all material respects, subject at and as of the Effective Time;
(b) Pentech shall have, in all material respects, performed and complied with all obligations and conditions to any applicable exceptions set forth on Exhibit C to be performed or complied with by it hereunder;
(c) since the date of this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser no circumstances shall have received existed which has had or would have a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the SellerMaterial Adverse Effect;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold each holder of an Option that does not by its terms or pursuant to the terms of Option Plan under which it is granted terminate at the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller Effective Time shall have executed and delivered concurrently herewith to JAKKS an agreement terminating such Option at the Indemnification Agreement.Effective Time;
(e) JAKKS shall have received environmental audit report(s) from environmental engineering or consulting firm(s) reasonably satisfactory to JAKKS and Pentech (i) confirming that there is no material likelihood that the aggregate cost of environmental site remediation or clean-up at any Real Property or other facility or site (including without limitation for the treatment, storage or disposal of Hazardous Materials and underground storage tanks) listed on Schedule 7.17 or Schedule 7.18 located in the State of New Jersey would exceed $75,000, and (ii) not indicating that there is any other material environmental liability associated with any such Real Property or other facility or site;
(f) The Seller JAKKS shall furnish have received an opinion of Grotta, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.A., in form and substance reasonably satisfactory to JAKKS, to the Purchasereffect that Pentech has complied in all material respects with applicable Laws relating to ERISA, the Underwriterslabor and employment matters and confirming in substance Pentech's representations and warranties in Sections 7.20, the Initial Purchasers 7.21 and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.7.22; and
(g) An officer Pentech and the Subsidiaries shall execute and/or deliver at the Closing all the documents so to be executed and/or delivered by them and take all other actions at the Closing required to be taken by them pursuant to Article 11.
10.3 The obligation of Pentech to consummate the Seller Merger in accordance herewith shall also be subject to the satisfaction (other than if such Seller is Bank of Montreal) (ior waiver) prior to or at the delivery Closing of each of the Preliminary Prospectus following conditions:
(a) each of the representations and warranties made by JAKKS herein shall be true in all material respects at and as of the Effective Time;
(b) JAKKS shall have, in all material respects, performed and complied with all obligations and conditions to investors, be performed or complied with by it hereunder;
(c) JAKKS shall have obtained the Consent of Bank of America, N.A., as required under Pentech's current credit facility or shall have satisfied and discharged all outstanding monetary obligations under such facility; and
(d) JAKKS and Newco shall execute and/or deliver at the Closing all the documents so to be executed and/or delivered by them and take all other actions at the Closing required to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided be taken by the Chief Executive Officer of the Depositor to the Commission them pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Article 11.
Appears in 3 contracts
Sources: Merger Agreement (Pentech International Inc), Merger Agreement (Pentech International Inc), Merger Agreement (Pentech International Inc)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Comptroller of the Currency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction United States of its formationAmerica;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2023-C6 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C6 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C5 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) with respect to the Seller, a certificate as of a recent date of the applicable regulatory body or governmental agency Comptroller of the Currency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction United States of its formationAmerica;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2023-5c1 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C5 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C5 Mortgage Trust)
Conditions to Closing. The obligation Countrywide's obligations hereunder are subject to the fulfillment of the Seller following conditions precedent. In the event that any of the conditions set forth below are not materially satisfied, Countrywide shall not have any obligation to sell purchase any of the Servicing Rights related to the Mortgage Loans shall be subject constituting the related Servicing Rights Package or to pay the Seller having received the consideration for the Mortgage Loans Purchase Proceeds as contemplated by Section 1 of hereunder and shall instead be entitled, in its reasonable discretion, to terminate this Agreement. The obligations of the Purchaser Agreement in its entirety as it relates to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:such Servicing Rights Package.
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of made by the Seller under this Agreement shallhereunder shall be complete, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as which, with notice or the passage of the Closing Date which time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations Each of the Seller hereunderterms and conditions set forth herein which are required to be satisfied on or before the Closing Date shall have been satisfied unless waived by the prejudiced party(ies), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser Countrywide shall have received had the following additional closing documents:
(i) copies opportunity to complete a satisfactory due diligence review of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by Servicing Rights (including the Secretary of the Seller;
(iirelated Mortgage Loans) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing unless otherwise set forth in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABPurchase Confirmation.
(d) The Public Certificates There shall have been concurrently issued and sold pursuant to no material or adverse change in the terms composition of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of Mortgage Loans for which Countrywide is purchasing the related Loan-Specific Certificate Purchase AgreementServicing Rights as a result of due diligence or for any other reason.
(e) The Seller shall have executed delivered all financial information relating to the Seller, reasonably necessary to allow Countrywide to assess the creditworthiness of the Seller which such creditworthiness shall be determined in Countrywide's sole and delivered concurrently herewith the Indemnification Agreementreasonable discretion.
(f) The Seller shall furnish have delivered to Countrywide and Countrywide shall have delivered to the PurchaserSeller, as applicable, on or before the related Closing Date the following documents:
(1) a fully executed Agreement;
(2) the Mortgage Loan Schedule, which shall include, without limitation, the UnderwritersStated Principal Balance of each Mortgage Loan;
(3) an executed Funding Schedule, in the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates form of its officers or others and Exhibit A hereto;
(4) an executed Officer’s Certificate, in the form of Exhibit C hereto;
(5) such other documents related to the purchase and opinions to evidence fulfillment sale of the conditions set forth in this Agreement Servicing Rights as Countrywide and the Purchaser and its counsel may reasonably requestmutually agree upon, including, without limitation, any opinions of counsel;
(6) an executed Limited Power of Attorney, in the form of Exhibit D hereto;
(7) a fully executed Securitization Agreement, if applicable;
(8) an executed Purchase Confirmation, in the form of Exhibit E hereto; and
(9) a Security Release Certification, in the form of Exhibit F, if applicable.
(g) An officer of The document specified in subsections (f)(1) and (f)(4) shall only be required with respect to the initial Closing Date unless Countrywide and the Seller mutually agree to reexecute such documents.
(other than if such Seller is Bank of Montrealh) (i) prior Solely for the initial Closing Date, an executed Officer’s Certificate from Countrywide, in a form reasonably acceptable to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Seller.
Appears in 3 contracts
Sources: Mortgage Loan Servicing Rights Purchase and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar3), Mortgage Loan Servicing Rights Purchase and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar2), Mortgage Loan Servicing Rights Purchase and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar1)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular, (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc47), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc47), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc47)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate certificate, as of a recent date of the applicable regulatory body or governmental agency Office of the Superintendent of Financial Institutions, to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formationCanada;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2023-C5 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C4 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2022-C3 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of each of the Seller and the Guarantor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of each of the Seller and the Guarantor under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller or the Guarantor under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D D-1 to this Agreement and by the Guarantor substantially in the form of Exhibit D-2 to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and the Guarantor’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the SellerSeller or the Secretary of the Guarantor;
(ii) (a) with respect to the Seller, a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware, and (b) with respect to the Guarantor, a certificate as of a recent date of the Secretary of State of the State of Delaware to the effect that the Guarantor is duly formed, existing and in good standing in the State of Delaware;
(iii) an officer’s certificate of each of the Seller and the Guarantor in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the SellerSeller and the Guarantor, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof (or, in the case of the Prospectus or the Offering Circular, as of the date of the Update) or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller and the Guarantor shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller and the Guarantor shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2023-C7 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C7 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C7 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers andPurchasers, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles Certificate of Association, charter, by-laws or other organizational documents Formation and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular and the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus and the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not an Underwriter or Initial Purchaser) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2018-Gs9), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2017-Gs7), Mortgage Loan Purchase Agreement (Gs Mortgage Securities Corp Ii)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents Association and all amendments, revisions, restatements and supplements thereofOrganizational Regulations, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate of good standing with respect to the Seller as of a recent date of the applicable regulatory body or governmental agency to Office of the effect that Comptroller of the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formationCurrency;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular and the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not a Dealer) in the Prospectus appears on its face to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2019-C18 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2019-C17 Commercial Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. (1) The obligations of the Purchaser to purchase the Mortgage Loans shall under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and in all material respects; all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct as of the dates specified in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and respects; no event shall have occurred as which, with notice or the passage of the Closing Date which time, would constitute a default on the part of the Seller under this Agreement, ; and the Purchaser shall have received a certificate to the foregoing that effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this AgreementSeller.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations Purchaser shall have received all of the Seller hereunder)following closing documents, in such form forms as is are agreed upon and reasonably acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereof:
(i) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto copies of the articles of association and by-laws of the Seller and evidence as to the good standing of the Seller dated as of a recent date; and
(ii) One or more opinions of counsel from the Seller's counsel in form and substance reasonably satisfactory to the Purchaser.
(c) The Purchaser certificates to be issued under the Pooling and Servicing Agreement and sold to Wachovia Capital Markets, LLC shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Associationbeen issued and sold to Wachovia Capital Markets, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABLLC.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith furnished to the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request.
(g2) An The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser.
(b) The Seller (shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than if such the Seller is Bank of Montreal) as required pursuant to the respective terms thereof:
(i) prior A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the delivery Seller, and attached thereto copies of the Preliminary Prospectus to investorsPurchaser's certificate of formation and limited liability company agreement, shall have delivered and evidence as to the Depositor for the benefit good standing of the Chief Executive Officer Purchaser dated as of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3recent date; and and
(ii) prior One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Seller.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Mortgage Loan Trust, Series 2007-A), Mortgage Loan Purchase Agreement (Wachovia Mortgage Loan Trust, Series 2006-Alt1), Mortgage Loan Purchase Agreement (Wachovia Mortgage Loan Trust, Series 2007-A)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organizedformed, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2023-C6 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C6 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C6 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of each of the Seller and Société Générale required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller and Société Générale under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller or Société Générale under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D D-1 to this Agreement and by Société Générale substantially in the form of Exhibit D-2 to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and Société Générale’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the SellerSeller or the Secretary of Société Générale;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of each of the Seller and Société Générale in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller and Société Générale shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller and Société Générale shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2025-5c9 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c8 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c5 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, Certificate of Formation, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears on its face to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2021-Gsa3), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gsa2), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gsa2)
Conditions to Closing. The obligation Closing of the Seller purchase of the Option Interest pursuant to sell the Mortgage Loans exercise of the Option shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 satisfaction of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, all of the following conditions:
(a) Each of the obligations representations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to Purchaser made in this Agreement, in the Purchase Agreement and in each Related Instrument (as defined in the Purchase Agreement) shall be true and correct in all material respects at and as of the time of the Closing Date or as and Purchaser shall have performed in all material respects each and every covenant of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to Purchaser contained in this Agreement, in the Purchase Agreement and no event in each Related Instrument required to be performed by the time of or at the Closing. If requested by Seller, Purchaser shall have occurred as execute a certificate by which Purchaser confirms the satisfaction of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreementcondition.
(b) The Pooling and Servicing Agreement (to No order, preliminary or permanent injunction, temporary restraining order, stay, judgment, decree or other order of any court or governmental or regulatory body preventing the extent it affects the obligations sale of the Option Interest by the Seller hereunder), in such form as is agreed upon and acceptable to or the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any consummation of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereofother transactions contemplated hereby.
(c) The All consents, orders and approvals of any governmental authority, any partner or partners of the Partnership and of any other third party that either Purchaser or Seller reasonably deems necessary or advisable shall have received been obtained and shall be in full force and effect and any waiting period under applicable law shall have expired. Without limiting the following additional closing documents:
(i) copies generality of the Seller’s Articles foregoing, all such consents and approvals necessary to permit the withdrawal of Association, charter, by-laws Seller from the Partnership without further obligation or other organizational documents liability as a partner thereof shall have been obtained and all amendments, revisions, restatements shall be in full force and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABeffect.
(d) The Public Certificates shall have been concurrently issued Purchaser shall, by written instrument in form and sold pursuant substance reasonably satisfactory to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued Seller, assume and sold pursuant agree to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.indemnify Seller for all obligations and
(e) The If required by Seller, Purchaser will be obligated to buy from Seller at the Closing, all evidences of indebtedness of the Partnership held directly or indirectly by Seller or any subsidiary of Seller, and the purchase price for such evidences of indebtedness shall have executed be the outstanding principal amount thereof at the time of the Closing plus accrued and delivered concurrently herewith the Indemnification Agreementunpaid interest thereon which, unless otherwise agreed by Seller and Purchaser, shall be paid in cash.
(f) The Purchaser and Seller shall furnish each execute and deliver such other instruments as either party or the PurchaserPartnership reasonably deems necessary or appropriate to effect, and as a condition to, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment exercise of the conditions set forth in this Option, including amendments to the Partnership Agreement as the Purchaser and its counsel may reasonably requestor any other instrument filed with any governmental agency or official.
(g) An officer Purchaser shall have exercised all options to acquire partnership interests in the Partnership granted by other partners of the Partnership pursuant to the Purchase Agreement simultaneously with the exercise of this Option, and the closings of the sale of all such partnership interests pursuant to the exercise of all such other options shall occur simultaneously with the Closing under this Option Agreement.
(h) Purchaser shall have exercised all options to acquire partnership interests in Halcyon Communications Partners, an Oklahoma general partnership ("HCP"), granted to Purchaser by partners of HCP who are affiliates of Seller (simultaneously with the exercise of this Option, and the closings of the sale of all such partnership interests pursuant to the exercise of all such other than if such Seller is Bank of Montreal) options shall occur simultaneously with the Closing under this Option Agreement.
(i) prior to If the delivery exercise of the Preliminary Prospectus to investorsOption requires any consent, shall have delivered to approval, waiver, or authorization of any government department, board, bureau, commission, agency or instrumentality or the Depositor expiration of any waiting period imposed by applicable law, then the date fixed for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission Closing pursuant to the requirements of the Commission’s Form SF-3; and (iiparagraph 2(b) prior to the delivery of the Prospectus to investors, hereof shall have delivered to the Depositor be extended for the benefit period of time during which efforts to obtain each such consent, approval, waiver, or authorization and the Chief Executive Officer termination of each such waiting period at the Depositor a sub-certification (earliest reasonably practicable time are diligently being made; provided, however, that, unless Seller and Purchaser otherwise agree, the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer extension of the Depositor to the Commission such Closing date pursuant to the requirements of the Commission’s Form SF-3.this paragraph may not exceed 180 days. Seller and
Appears in 3 contracts
Sources: Option Agreement (Tele Communications Inc /Co/), Option Agreement (Tele Communications Inc /Co/), Option Agreement (Tele Communications Inc /Co/)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement1. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, shall be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this AgreementDate, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) D. The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(cb) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s 's Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably substantially similar to the opinions set forth in Exhibit E, acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Underwriters and to each Rating Agency; and
(viv) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s 's attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case Supplement as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicablecontains, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABmisleading.
(dc) The Public Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(ed) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(fe) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2006-Gg8), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2007-Gg10), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2006-Gg6)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Office of the Superintendent of Financial Institutions to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formationCanada;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), ) or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2023-5c2 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-5c2 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c3 Mortgage Trust)
Conditions to Closing. The respective obligations of the parties to close the sale and purchase contemplated hereby shall be subject, (i) in the case of the Purchaser’s said obligation, to the satisfaction (or waiver by Purchaser) of the conditions precedent set forth in paragraph (a) of this Section 6, and (ii) in the case of the Real Property Seller’s said obligation, to the satisfaction (or waiver by the Real Property Seller) of the conditions precedent set forth in paragraph (b) of this Section 6.
(a) The obligation of the Seller Purchaser to sell close the Mortgage Loans purchase and sale contemplated hereby shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated satisfaction (or waiver by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, Purchaser) of the following conditionsconditions precedent:
(a1) Each All representations and warranties of the obligations of Real Property Seller contained herein shall have been true and correct in all material respects on the date hereof and on the Closing Date and the Real Property Seller required shall have performed all agreements and covenants to be performed by it at or prior to Closing.
(2) Neither the Closing Date pursuant Purchaser nor the Real Property Seller shall have terminated this Agreement as permitted hereby in accordance with the terms hereof.
(3) The Purchaser shall have obtained, no later than Closing, a commitment for an ALTA Owner’s Title Insurance Policy or other form of policy acceptable to the Purchaser for the Real Property, issued by a title insurance company reasonably satisfactory to the Purchaser (the “Title Company”), together with a copy of all documents referenced therein (the “Title Commitments”).
(4) The closing of the Asset Purchase Agreement shall have occurred in accordance with the terms of this Agreement the Asset Purchase Agreement.
(5) No notice shall have been duly performed and complied with and all given of proceedings filed or commenced by any governmental authority or other agency having powers of condemnation concerning any material portion of the Real Property.
(6) No action or proceeding shall have been instituted or threatened prior to or at Closing before any court or governmental agency or instrumentality, the result of which could prevent or make illegal the consummation of the acquisition by Purchaser of the Real Property hereunder, or the consummation of the transactions contemplated hereunder, or which would materially adversely affect the Real Property.
(7) The form and substance of all opinions, certificates, instruments of transfer and other documents to be furnished hereunder by the Real Property Seller and its counsel shall be reasonably satisfactory in all respects to Purchaser and its counsel.
(8) Real Property Seller hall have executed and delivered to Purchaser the Warranty Deed and such other documents of instruments as shall be necessary to carry out the terms thereof. Should any of the foregoing described conditions precedent not be satisfied or waived, then Purchaser may, at its option, terminate this Agreement by written notice to the Real Property Seller, whereupon no party shall have any obligation to any other party under this Agreement; except that notwithstanding the foregoing portion of this sentence, Purchaser’s obligation of indemnification under Section 5 and the parties’ respective obligations under Section 11 shall survive any such termination.
(b) The obligation of the Real Property Seller to close the purchase and sale contemplated hereby shall be subject to the satisfaction (or waiver by the Real Property Seller) of the following conditions precedent:
(1) All representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be Purchaser contained herein shall have been true and correct in all material respects as of on the date hereof and on the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate performed all agreements and covenants to be performed by it at or prior to Closing.
(2) Neither the foregoing effect signed by Purchaser nor the Real Property Seller substantially shall have terminated this Agreement in accordance with the form terms hereof.
(3) The Closing of Exhibit D to this the Asset Purchase Agreement shall have occurred in accordance with the terms of the Asset Purchase Agreement.
(b4) The Pooling and Servicing Agreement No notice shall have been given of proceedings filed or commenced by any governmental authority or other agency having powers of condemnation concerning the Real Property or any portion thereof.
(to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, 5) Purchaser shall be duly have executed and delivered by all signatories to Seller the Note, the Security Agreement and the Security Deed and such other documents of instruments as required pursuant shall be necessary to carry out the terms thereof.
(c6) The Purchaser No action or proceeding shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws been instituted or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body threatened prior to or at Closing before any court or governmental agency or instrumentality, the result of which could prevent or make illegal the consummation of the acquisition by Purchaser of the Real Property hereunder, or the consummation of the transactions contemplated hereunder, or which would materially adversely affect the Real Property.
(7) The form and substance of all opinions, certificates, instruments of transfer and other documents to be furnished hereunder by the Purchaser to the effect that the Real Property Seller is duly organized, validly existing and its counsel shall be reasonably satisfactory in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable all respects to the Underwriters, the Initial Purchasers and, if Real Property Seller and its counsel. Should any of the Mortgage Loans is a Trust Subordinate Companion Loanforegoing described conditions precedent not be satisfied or waived, then the Real Property Seller may, at its option, terminate this Agreement by written notice to Purchaser, whereupon no party shall have any applicable Loan-Specific Initial Purchasers and obligation to each Rating Agency;
(iv) an opinion of counsel of the Sellerany other party under this Agreement, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe except that the agreed upon sections Purchaser’s obligation of indemnification under Section 5 and the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or parties’ respective obligations under Section 11(a) shall survive any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABtermination.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Real Estate Purchase Agreement, Real Estate Purchase Agreement (Great American Family Parks Inc), Real Estate Purchase Agreement (Great American Family Parks Inc)
Conditions to Closing. The obligation occurrence of the Seller to sell the Mortgage Loans shall be Closing Date is subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, satisfaction on or prior to the Closing Date, such date of the following conditionsconditions precedent:
(a) Each The Administrative Agent’s receipt of the obligations following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shallBorrower, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Preliminary ProspectusClosing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Preliminary Offering Circular Administrative Agent, each Lender party hereto on the date hereof and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note so long as such request is made at least 3 Business Days prior to the Closing Date;
(iii) such certificates of resolutions or any such preliminary offering circular with respect to Loan-Specific Certificatesother action, solely as incumbency certificates and/or other certificates of Responsible Officers of the time Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of saleeach Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) contained such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or containformed, as applicable, with respect to and that the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller InformationBorrower is validly existing, in good standing and qualified to engage in business in the light jurisdiction where the Borrower is organized;
(v) a Closing Certificate of the circumstances under Borrower with appropriate insertions and attachments, if any;
(vi) a certificate signed by a Responsible Officer on behalf of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which they were madeit is a party, not misleading and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and
(vii) a certificate signed by a Responsible Officer on behalf of the Borrower certifying (A) that the conditions specified in Sections 4.2(a) and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicablesatisfied, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (iiB) prior that there has been no event or circumstance since December 31, 2006 that has had or could be reasonably expected to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of New York to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular, (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Offered Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2021-B25 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B25 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B25 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller and BCHI required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller and BCHI under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller or BCHI under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller and BCHI substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller or BCHI hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of each of the Seller’s and BCHI’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the SellerSeller or BCHI, as applicable;
(ii) a certificate as of a recent date certificates, each dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is and BCHI are duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of each of the Seller and BCHI in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the SellerSeller and BCHI, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, BCHI or the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, BCHI or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller and BCHI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller and BCHI shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2024-V9 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V6 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2023-V3 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, Certificate of Formation, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date certificate, dated not earlier than thirty (30) days prior to the Closing Date, of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus Prospectus, the Prospectus, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Informationor the Mortgage Loans, any untrue statement of a material fact or omitted or omit omits to state a material fact necessary in order to make the statements therein relating to the Seller Informationor the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears on its face to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gsa1), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gsa1)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Purchaser and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles Certificate of Association, charter, by-laws or other organizational documents Incorporation and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency New York State Department of Financial Services to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationNew York;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Purchaser and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Purchaser and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not an Underwriter or Initial Purchaser) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Credit Suisse Commercial Mortgage Securities Corp.), Mortgage Loan Purchase Agreement (CSAIL 2016-C5 Commercial Mortgage Trust)
Conditions to Closing. (a) The obligation of the Seller PTI to sell the Mortgage Loans close shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, satisfaction on or prior to before the Closing Date, Date of the following conditions, any or all of which may be waived in whole or in part by PTI:
(ai) Each the expiration or termination of all applicable waiting periods under the obligations of HSR Act, unless a joint determination is made by PTI and King (by certification from PTI and King to each other) that notification under the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of HSR Act is not required;
(ii) the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, made by King in Article 10 shall be true and correct in all material respects as of the Closing Effective Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default with the same force and effect as if they had been made as of the Closing Date, and King shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to Closing;
(iii) the provision by King to PTI of an officer’s certificate certifying that (i) and (ii) above are true and correct as of the Closing Date;
(iv) the provision by King to PTI of an opinion of counsel, in form reasonably satisfactory to PTI, that the execution of this Agreement and the License Agreement and the transactions contemplated hereby and thereby are duly authorized by all corporate action on the part of King;
(v) the Seller under this payment to PTI of the Program Fee by King;
(vi) the execution by King and delivery to PTI of the License Agreement, ; and
(vii) any agreement entered into by PTI with Mallinckrodt-Hobart pursuant to Section 3.5.5 shall be in form and the Purchaser shall have received a certificate substance satisfactory to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this AgreementKing.
(b) The Pooling and Servicing Agreement (obligation of King to close shall be subject to the extent it affects satisfaction on or before the obligations Closing Date of the Seller hereunder), following conditions any or all of which may be waived in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel whole or in their reasonable discretion, shall be duly executed and delivered part by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documentsKing:
(i) copies the expiration or termination of all applicable waiting periods under the Seller’s Articles of AssociationHSR Act, charter, by-laws or other organizational documents unless a joint determination is made by PTI and all amendments, revisions, restatements King (by certification from PTI and supplements thereof, certified as of a recent date by King to each other) that notification under the Secretary of the SellerHSR Act is not required;
(ii) a certificate the representations and warranties made by PTI in Article 10 shall be true and correct in all material respects as of a recent date the Effective Date and as of the applicable regulatory body Closing Date with the same force and effect as if they had been made as of the Closing Date, and PTI shall have performed all obligations and conditions herein required to be performed or governmental agency observed by it on or prior to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formationClosing;
(iii) the provision by PTI to King of an officer’s certificate certifying that (i) and (ii) above are true and correct as of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating AgencyClosing Date;
(iv) the provision by PTI to King of an opinion of counsel of the Seller, subject to customary exceptions and carve-outscounsel, in form reasonably acceptable satisfactory to King, that the execution of this Agreement and the License Agreement and the transactions contemplated hereby and thereby are duly authorized by all corporate action on the part of PTI;
(v) the execution by Durect and PTI of an agreement, in the form attached hereto as Exhibit B, granting Durect’s consent to the Underwriters, transactions contemplated by this Agreement and the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating AgencyLicense Agreement; and
(vvi) a letter from counsel the execution by PTI and delivery to King of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase License Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 2 contracts
Sources: Collaboration Agreement (Pain Therapeutics Inc), Collaboration Agreement (Pain Therapeutics Inc)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of each of the Seller and the BSPRT Guarantor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of each of the Seller and the BSPRT Guarantor under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller or the BSPRT Guarantor under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D D-1 to this Agreement and by the BSPRT Guarantor substantially in the form of Exhibit D-2 to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and the BSPRT Guarantor’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the SellerSeller or the Secretary of the BSPRT Guarantor;
(ii) (a) with respect to the Seller, a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware and (b) with respect to the BSPRT Guarantor, a certificate as of a recent date of the Secretary of State of the State of Maryland to the effect that the BSPRT Guarantor is duly organized, existing and in good standing in the State of Maryland;
(iii) an officer’s certificate of each of the Seller and the BSPRT Guarantor in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the SellerSeller and the BSPRT Guarantor, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller and the BSPRT Guarantor shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller and the BSPRT Guarantor shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2025-C13 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-C9 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of each of the Seller and Barclays Capital Holdings required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of each of the Seller and Barclays Capital Holdings under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller or Barclays Capital Holdings under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D D-1 to this AgreementAgreement and by Barclays Capital Holdings substantially in the form of Exhibit D-2.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of each of the Seller’s and Barclays Capital Holdings’ Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the SellerSeller or the Secretary of Barclays Capital Holdings;
(ii) (A) with respect to the Seller, a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware and (B) with respect to Barclays Capital Holdings, a certificate as of a recent date of the Secretary of State of the State of Delaware to the effect that Barclays Capital Holdings is duly organized, validly existing and in good standing in the State of Delaware;
(iii) an officer’s certificate of each of the Seller and Barclays Capital Holdings, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of each of the SellerSeller and Barclays Capital Holdings, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller and Barclays Capital Holdings shall each have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller and Barclays Capital Holdings shall each furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of MontrealCiti Real Estate Funding Inc.) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2025-V13 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V7 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject 6.1 Conditions to the Seller having received Investor’s Obligations at the consideration for the Mortgage Loans as contemplated by Section 1 of this AgreementClosing. The Investor’s obligations of to effect the Purchaser Closing, including its obligation to purchase the Mortgage Loans shall be subject to Acquired Shares, are conditioned upon the satisfaction, on fulfillment (or prior to waiver by the Investor in its sole and absolute discretion) of each of the following events as of the Closing Date, and the Company shall use commercially reasonable efforts to cause each of the following conditions:such conditions to be satisfied.
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under Company set forth in this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, and in the other Transaction Documents that are not qualified by “materiality,” “Material Adverse Effect” or similar qualifications shall be true and correct in all material respects respects, and the representations and warranties of the Company set forth in this Agreement and in the other Transaction Documents that are qualified by “materiality,” “Material Adverse Effect” or similar qualifications shall be true and correct in all respects, in each case, as of the date hereof and as of the Closing Date or as of such other date as of which such representation is if made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of on the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate (except that to the foregoing effect signed by the Seller substantially in the form extent that any such representation or warranty relates to a particular date, such representation or warranty shall be so true and correct as of Exhibit D to this Agreement.that particular date);
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser Company shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws complied with or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive performed in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms all of the Underwriting Agreement. The Private Certificates shall have been concurrently issued agreements, obligations and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as that are required to be complied with or performed by the Purchaser and its counsel may reasonably request.Company on or before the Closing;
(gc) An officer since the date of the Seller (other than if such Seller is Bank of Montreal) (i) Company’s most recent audited financial statements contained in the SEC Documents filed prior to the delivery date hereof, no Material Adverse Effect shall have occurred;
(d) each of the Preliminary Prospectus agreements, instruments and other documents to investors, be delivered by the Company pursuant to Section 2.3 hereof shall have been delivered to by the Depositor for Company; and
(e) there shall be no injunction, restraining order or decree of any nature of any court or Government Authority of competent jurisdiction that is in effect that restrains or prohibits the benefit consummation of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided transactions contemplated hereby and by the Chief Executive Officer other Transaction Documents. No stop order or suspension of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, trading shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided been imposed by the Chief Executive Officer of SEC or any other Governmental Authority or regulatory body having jurisdiction over the Depositor Company or the NASDAQ or TASE, with respect to public trading in the Commission pursuant to the requirements of the Commission’s Form SF-3Ordinary Shares.
Appears in 2 contracts
Sources: Securities Purchase Agreement (CYREN Ltd.), Securities Purchase Agreement (WP XII Investments B.V.)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. (a) The obligations of the Standby Purchaser to purchase consummate the Mortgage Loans shall be transactions contemplated hereunder are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of the following conditions:
(ai) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the The representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, Company in Section 3 shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date or as if made on such date (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such other date as specified date);
(ii) Subsequent to the execution and delivery of which such representation is made under this Agreement and prior to the terms of Section 6(c) and Exhibit B to this AgreementClosing Date, there shall not have been any Material Adverse Effect and no event shall have occurred as or circumstance shall exist that would reasonably likely result in a Material Adverse Effect;
(iii) As of the Closing Date which would constitute a default Date, trading in the Common Stock shall not have been suspended by the Commission or American Stock Exchange or trading in securities generally on the part of the Seller under this Agreement, and the Purchaser American Stock Exchange shall not have been suspended or limited or minimum prices shall not have been established on either exchange (a “Market Adverse Effect”);
(iv) The Company shall have received shareholder approval of the issuance of shares in a certificate non-public offering to permit consummation of the foregoing effect signed by Standby Offering; and
(v) The Company shall have received shareholder approval of an amendment to its Restated Articles of Incorporation to increase the Seller substantially in number of authorized shares to permit consummation of the form of Exhibit D to this AgreementStock Offerings.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable Company to consummate the transactions contemplated hereunder are subject to the Purchaserfulfillment, prior to or on the SellerClosing Date, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers condition that the representations and their respective counsel warranties of the Standby Purchaser in their reasonable discretion, Section 4 shall be duly executed true and delivered by correct in all signatories material respects as required pursuant to of the terms thereofdate hereof and at and as of the Closing Date as if made as of such date (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date).
(c) The obligations of the Company and the Standby Purchaser shall have received to consummate the transactions contemplated hereunder in connection with the Rights Offering are subject to the fulfillment, prior to or on the Closing Date, of the following additional closing documentsconditions:
(i) copies No judgment, injunction, decree or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Seller’s Articles of Association, charter, by-laws Rights Offering or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date the material transactions contemplated by the Secretary of the Sellerthis Agreement;
(ii) a certificate as of a recent date No stop order suspending the effectiveness of the applicable regulatory body Registration Statement or governmental agency to any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the effect that Commission; and any request of the Seller is duly organized, validly existing and in good standing Commission for inclusion of additional information in the jurisdiction of its formationRegistration Statement or otherwise shall have been complied with;
(iii) an officer’s certificate of The New Shares and the Seller in form reasonably acceptable to Securities shall have been authorized for listing on the Underwriters, the Initial Purchasers American Stock Exchange; and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any Any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary waiting period shall have expired or final offering circular been terminated thereunder with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation ABpurchase.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 2 contracts
Sources: Standby Purchase Agreement (Federal Trust Corp), Standby Purchase Agreement (Federal Trust Corp)
Conditions to Closing. 9.1 The obligation Closing of the Seller to sell the Mortgage Loans shall be transaction contemplated by this Agreement is subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations satisfaction of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, following conditions on or prior to the Closing Date, of the following conditions:
(a) Each There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller, Purchaser or New Operator that would materially and adversely affect their ability to perform its respective obligations under this Agreement;
(b) There shall exist no pending or threatened action, suit or proceeding with respect to Seller, Purchaser or New Operator before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the obligations transaction contemplated hereby;
(c) New Operator shall have obtained all licenses, certificates of need, permits and approvals required of New Operator from the Seller State of Texas and any other applicable governmental authority having jurisdiction required of New Operator to be performed by operate the Facility as a fully licensed nursing home, including without limitation the Licensure Approvals and New Provider Number described in Section 11, below, it at or prior to being the Closing Date pursuant to the terms intent of this Agreement that the sale of the Premises to Purchaser and the transfer of the nursing home operations of the Facility to New Operator shall take place simultaneously; and
(d) Seller shall have been duly performed received all consents and complied with assignments and approvals from all third parties from whom such consents to assignments or approvals are necessary under all contracts, covenants and other agreements relating to the Premises including the consent of Seller's lender, AmSouth Bank, which currently has a lien on the representations Real Property and warranties of the Seller under this Agreement shall, subject to Personal Property. If any applicable exceptions condition set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date above is not timely satisfied or as of such waived for a reason other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute than a default on by Seller, Purchaser or New Operator in the part performance of the Seller its respective obligations under this Agreement, then this Agreement may be terminated at the written election of any party made on or before the Closing Date, in which event this Agreement shall terminate, the Title Company shall promptly return the Escrow Deposit to Purchaser, and the Purchaser parties shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreementno further obligations hereunder.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 2 contracts
Sources: Purchase Agreement (Advocat Inc), Purchase Agreement (Advocat Inc)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which which, with notice or the passage of time, would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles Certificate of Association, charter, by-laws or other organizational documents Incorporation and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Secretary of State of the State of Delaware to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction State of its formationDelaware;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers Dealers and to each Rating Agency; and
(v) a letter from counsel of to the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of Preliminary Prospectus, the Prospectus, the Preliminary Prospectus Offering Circular and the Final Offering Circular (each as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, any untrue statement of a material fact or omitted or omit omits, as applicable, to state a material fact necessary in order to make the statements therein relating to the Seller InformationSeller, the Mortgage Loans, any related Companion Loan(s), the related Mortgagors or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading and (b) the information relating to the Mortgage Loans (including any related Whole Loan, including, without limitation, the servicing terms thereof if not serviced under the Pooling and Servicing Agreement, including identification of the parties to the related Other Pooling and Servicing Agreement), the related borrowers, the related Mortgaged Properties or the Seller Information and its affiliates (to the extent such affiliate is not a Dealer) in the Prospectus appears on its face to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Placement Agent Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, Purchaser and the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers Dealers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (3650R 2022-Pf2 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (3650R 2021-Pf1 Commercial Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency Comptroller of the Currency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction United States of its formationAmerica;
(iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), or the Offering Circular orCircular, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof (or, in the case of the Prospectus or the Offering Circular, as of the date of the Update) or as of the Closing Date (or, in the case of the Preliminary Prospectus, Prospectus or the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific CertificatesCircular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, Underwriters and the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BMO 2023-C7 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2023-C7 Mortgage Trust)
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans No Lender shall be subject obligated to make any Advance hereunder, nor shall any Lender, the Seller having received Administrative Agent or the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser Collateral Agent be obligated to purchase the Mortgage Loans shall be subject to the satisfactiontake, on fulfill or prior to the Closing Dateperform any other action hereunder, of until the following conditionsconditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement Transaction Document shall have been duly performed executed by, and complied delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to transactions contemplated by this Agreement, be true each in form and correct in all material respects as of substance satisfactory to the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(cAdministrative Agent;
(b) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser The Administrative Agent shall have received satisfactory evidence that each of the Seller, the Equityholder, the Borrower and the Servicer has obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby;
(c) The Seller, the Equityholder, the Servicer and the Borrower shall each have delivered to the Administrative Agent a certificate as to the foregoing effect signed by the Seller substantially whether such Person is Solvent in the form of Exhibit D to this Agreement.
(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.
(c) The Purchaser shall have received the following additional closing documents:B;
(i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;
(ii) a certificate as of a recent date of the applicable regulatory body or governmental agency The Borrower shall have delivered to the effect Administrative Agent a certification that the Seller is duly organizedno Default, validly existing and in good standing in the jurisdiction Event of its formation;
(iii) an officer’s certificate Default or Change of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency;
(iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and
(v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular Control with respect to the related Loan-Specific CertificatesBorrower has occurred and is continuing, in each case as (ii) the Servicer shall have delivered to the Administrative Agent a certification that no Default, Event of the date thereof Default or as Change of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular Control with respect to Loan-Specific Certificatesthe Servicer or Servicer Termination Event has occurred and is continuing and (iii) the Seller and the Equityholder shall have delivered to the Administrative Agent a certification that no Default, solely as Event of the time Default or Change of sale) contained or contain, as applicable, Control with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading has occurred and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.
(d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement.
(e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.
(f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.continuing;
Appears in 2 contracts
Sources: Loan and Security Agreement (Blue Owl Credit Income Corp.), Loan and Security Agreement (Owl Rock Core Income Corp.)