Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser, the Seller and the Additional Party; (b) The Pooling and Servicing Agreement duly executed by the parties thereto; (c) The Indemnification Agreement duly executed by the parties thereto; (d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date; (g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; (h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date; (j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby; (k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely; (l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement; (m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller; (n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and (o) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 8 contracts
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2004-C6), Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2004-C8), Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2005-C5)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that each individual whowith respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitordate of the Prospectus Supplement, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Seller Information (as defined in Section 7(a) below) or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to such Seller Information, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(j) , included or include any untrue statement of a material fact relating to such Seller Information or omitted or omit to state therein a material fact necessary in order to make the statements therein related to such Seller Information, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Sellerthereto, the Additional Party diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the Co-Indemnitor, substantially following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each : "Summary of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Seller's Residual Interest Certificates, a Transfer Affidavit Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination "Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Securities Exchange Act Mortgage Loans," "--Assessments of 1934, as amendedProperty Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(o) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C11), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Free Writing Prospectus, as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein related to the Mortgage Loans, in the light of the Securities Exchange Act of 1934circumstances under which they were made, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot misleading.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-4), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-4), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-4)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, and in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartySeller, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")Sidley Austin LLP, special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1B-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT Sidley Austin LLP as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(lh) A favorable opinion of in-house counsel to the Additional PartySeller, substantially in the form attached hereto as Exhibit C-2B-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(ni) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(oj) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (Lb-Ubs Commercial Mortgage Trust 2006 C6), Mortgage Loan Purchase Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of directors authorizing the CoFree Writing Prospectus (when read together with the free writing prospectus which was distributed to prospective investors in the Certificates by e-Indemnitor's entering into mail on May 21, 2008), as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein related to the Mortgage Loans, in the light of the Securities Exchange Act of 1934circumstances under which they were made, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot misleading.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (MLMT 2008-C1), Mortgage Loan Purchase Agreement (MLMT 2008-C1), Mortgage Loan Purchase Agreement (MLMT 2008-C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of that the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-IndemnitorSeller, and (iii) a certificate of good standing of the Co-Indemnitor Seller issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Dateas of a recent date;
(jg) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party subject to customary exceptions and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1carveouts, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement AgentsInitial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(lh) A favorable opinion of in-house counsel to the Additional PartySeller, substantially in the form attached hereto as Exhibit C-2subject to customary exceptions and carveouts, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement AgentsInitial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(mi) In connection with the initial issuance A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's Residual Interest Certificatesattention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a Transfer Affidavit and Agreement material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee light of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984circumstances under which they were made, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendednot misleading; and
(oj) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (CWCapital Commercial Funding Corp.), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of that the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-IndemnitorSeller, and (iii) a certificate of good standing of the Co-Indemnitor Seller issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Dateas of a recent date;
(jg) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party subject to customary exceptions and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1carveouts, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement AgentsInitial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(lh) A favorable opinion of in-house counsel to the Additional PartySeller, substantially in the form attached hereto as Exhibit C-2subject to customary exceptions and carveouts, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement AgentsInitial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(oi) Such further certificatesA letter of counsel of the Seller, opinions subject to customary exceptions and documents carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the Purchaser may reasonably requestdate thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually and/or collectively, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Free Writing Prospectus, as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein related to the Mortgage Loans, in the light of the Securities Exchange Act of 1934circumstances under which they were made, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot misleading.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-5)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that each individual whowith respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as an officer or representative of the Co-IndemnitorTime of Sale, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer in light of the Co-Indemnitorcircumstances under which they were made, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreementnot misleading, (ii) such officer has carefully examined the organizational documents Specified Portions of the Co-IndemnitorProspectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, and as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (iii) a certificate of good standing such officer has examined the Specified Portions of the Co-Indemnitor issued by Memorandum and nothing has come to his attention that would lead him to believe that the Secretary of State Specified Portions of the State Memorandum, as of Delaware not earlier than 10 days prior to the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the Additional Party diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the Co-Indemnitorfollowing sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, substantially as applicable (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement): "SUMMARY OF PROSPECTUS SUPPLEMENT--THE PARTIES--The Mortgage Loan Sellers", together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller "SUMMARY OF PROSPECTUS SUPPLEMENT--THE MORTGAGE LOANS", "RISK FACTORS--The Mortgage Loans", "DESCRIPTION OF THE MORTGAGE POOL--General", "--Mortgage Loan History", "--Certain Terms and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination Conditions of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Loans", "--Assessments of Property Condition", "--Co-Lender Loans", "--Additional Mortgage Loan Information", "--Twenty Largest Mortgage Loans", "--The Mortgage Loan Sellers", "--The Sponsors" and "--Representations and Warranties; Repurchases and Substitutions". The "Specified Portions" of the Securities Exchange Act Memorandum shall consist of 1934the Specified Portions of the Prospectus Supplement, as amended; and
(o) Such further certificates, opinions the first and documents as second full paragraphs on page "v" of the Purchaser may reasonably requestMemorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C30), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, and in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartySeller, and (iii) a certificate of good standing of each of the Seller and the Additional PartySeller, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, Wickersham & Taft ("CWT"), ▇▇▇▇▇▇l c▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel el to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kh) An Officer's Certificate from an officer of each of the Seller and the Co-IndemnitorSeller, in each case his or her individual capacity, delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j8(g) abovehereof, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(mi) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(nj) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(ok) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2007-C6), Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2007-C1), Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2007-C2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Free Writing Prospectus, as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein related to the Mortgage Loans, in the light of the Securities Exchange Act of 1934circumstances under which they were made, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot misleading.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-2), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-2), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually and/or collectively, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchaser may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Free Writing Prospectus, as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein related to the Mortgage Loans, in the light of the Securities Exchange Act of 1934circumstances under which they were made, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot misleading.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2006-C2), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2006-C2), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2006-C2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, in each case delivered in connection with as of the opinion date of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees Prospectus Supplement or as of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed Date, included or include any untrue statement of a material fact relating to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein relating to the Mortgage Loans, in light of the Securities Exchange Act circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.Private Placement
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually and/or collectively, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by an officer of the Co-Indemnitor, true and correct copies of Each of:
(i) the resolutions of the Seller's board of directors or a committee thereof authorizing the Co-IndemnitorSeller's entering into the transactions contemplated by the Indemnification this Agreement, (ii) the organizational documents certificate of incorporation and bylaws of the Co-IndemnitorSeller, and (iii) a certificate of good standing of the Co-Indemnitor Seller issued by the Secretary of State of the State of Delaware not earlier than 10 thirty (30) days prior to the Closing Date;
(je) A favorable written opinion of Cadwaladercounsel for the Seller relating to organizational and enforceability matters (which opinion may be from in-house counsel, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"outside counsel or a combination thereof), special counsel reasonably satisfactory to the SellerPurchaser, the Additional Party its counsel and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial Purchaser, the Trustee, the Custodian, the Underwriters, the Placement Agents, Initial Purchasers and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other opinions of CWT written opinions, including as to insolvency matters, as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgencies; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the Closing Date.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-7), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-7), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-8)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of June 29, 2005, between the Seller and Midland Loan Services, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in each case delivered in connection with light of the opinion circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of CWT to be delivered the Private Placement Memorandum, dated as of June 21, 2005 (the "Memorandum") (pursuant to Section 8(jwhich certain classes of the Private Certificates are being privately offered) aboveand nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance light of the Seller's Residual Interest Certificatescircumstances under which they were made, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee not misleading. The "Specified Portions" of the Seller;
(n) In the event any Prospectus Supplement shall consist of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984Annex A-1 thereto, as amended, a Certificate of the Seller regarding origination entitled "Certain Characteristics of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
Loans" (o) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-McP1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-McP1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-McP1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that each individual who(i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitor, signed date of the Indemnification Agreement Prospectus Supplement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or the Seller or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans or the Seller, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans or the Seller, in the Additional Party light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annexes ▇-▇, ▇-▇, ▇-▇ and B thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annexes ▇-▇, ▇-▇, ▇-▇ and B) and the Co-Indemnitor, substantially following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement, together with such other opinions : "Summary of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer Prospectus Supplement--Relevant Parties-- Mortgage Loan Sellers," "Summary of each of the Seller Prospectus Supplement--The Underlying Mortgage Loans and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory Mortgaged Real Properties," "Risk Factors--Risks Related to the addressees of such opinion Underlying Mortgage Loans," and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination "Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool." The "Specified Portions" of the Securities Exchange Act Memorandum shall consist of 1934, as amended; and
(o) Such further certificates, opinions the Specified Portions of the Prospectus Supplement and documents as "Summary of the Purchaser may reasonably requestOffering Memorandum--Relevant Parties--Mortgage Loan Sellers".
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2004-C1), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2004-C1), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2004-C1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of June 29, 2005, between the Seller and Midland Loan Services, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, in each case delivered in connection with as of the opinion date of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees Prospectus Supplement or as of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed Date, included or include any untrue statement of a material fact relating to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein relating to the Mortgage Loans, in light of the Securities Exchange Act circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.Private Placement
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-McP1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-McP1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Prospectus Supplement, as of the transactions contemplated by date of the Indemnification AgreementProspectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loan or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loan, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the organizational documents Specified Portions of the Co-IndemnitorPrivate Placement Memorandum, and dated as of December 1, 2005 (iiithe "Memorandum") a certificate of good standing (pursuant to which certain classes of the Co-Indemnitor issued by Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Secretary of State Specified Portions of the State Memorandum, as of Delaware not earlier than 10 days prior to the date thereof or as of the Closing Date;
, included or include any untrue statement of a material fact relating to the Mortgage Loan or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loan, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (j) A favorable opinion of Cadwaladerinsofar as the information contained in Annex A-1 relates to the Mortgage Loan), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loan), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loan), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loan), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with Annex ▇-▇, ▇▇▇▇▇ ▇▇▇▇▇-▇ & ▇▇▇▇ LLP ("CWT"and/or Annex B), special counsel and the following sections of the Prospectus Supplement (only to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed extent that any such information relates to the initial Purchaser, Seller or the Underwriters, Mortgage Loan and exclusive of any statements in such sections that purport to describe the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling servicing and Servicing Agreement, together with such other opinions administration provisions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from exclusive of aggregated numerical information that includes the transferee Other Mortgage Loans): "Summary of the Seller;
(n) In the event any Prospectus Supplement--Relevant Parties--Mortgage Loan Sellers", "Summary of the Certificates are mortgage related securities within the meaning of the Secondary Prospectus Supplement--The Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination Loans And The Mortgaged Real Properties," "Risk Factors" and "Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool". The "Specified Portions" of the Securities Exchange Act Memorandum shall consist of 1934, the Specified Portions of the Prospectus Supplement (as amended; and
(o) Such further certificates, opinions and documents attached as an exhibit to the Purchaser may reasonably request.Memorandum);
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, and in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartySeller, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of CadwaladerThacher Proffitt & Wood ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel unsel to the Seller, in form and substance reasonably acceptable to, and covering matters reasonably requested by, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1initial Purchaser, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required Thacher Proffitt & Wood ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇equ▇▇▇▇ by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(lh) A favorable opinion of in-house counsel to the Additional PartySeller, substantially in form and substance reasonably acceptable to, and covering matters reasonably requested by, the form attached hereto as Exhibit C-2initial Purchaser, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(ni) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(oj) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2007-C6), Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2007-C2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of May 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, and in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartySeller, and (iii) a certificate of good standing of each of the Seller and the Additional PartySeller, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, in form and substance reasonably acceptable to, and covering such matters reasonably requested by, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1initial Purchaser, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kh) An Officer's Certificate from an officer of each of the Seller and the Co-IndemnitorSeller, in each case his or her individual capacity, delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j7(g) abovehereof, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(mi) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(nj) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans Loan by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(ok) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2007-C2), Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2007-C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that each individual whowith respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitordate of the Prospectus Supplement, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the Additional Party diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the Co-Indemnitor, substantially following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement, together with such other opinions : "Summary of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of each of the Seller Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination "Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Securities Exchange Act Mortgage Loans," "--Assessments of 1934, as amendedProperty Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(o) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Wachovia Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of directors authorizing the CoFree Writing Prospectus (when read together with the free writing prospectus which was distributed to prospective investors in the Certificates by e-Indemnitor's entering into mail on November 1, 2007), as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein related to the Mortgage Loans, in the light of the Securities Exchange Act of 1934circumstances under which they were made, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot misleading.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of August 24, 2005, between the Seller and Midland Loan Services, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Prospectus Supplement, as of the transactions contemplated by date of the Indemnification AgreementProspectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the organizational documents Specified Portions of the Co-IndemnitorPrivate Placement Memorandum, and dated as of August 11, 2005 (iiithe "Memorandum") a certificate of good standing (pursuant to which certain classes of the Co-Indemnitor issued by Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Secretary of State Specified Portions of the State Memorandum, as of Delaware not earlier than 10 days prior to the date thereof or as of the Closing Date;
, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (j) A favorable opinion of Cadwaladerinsofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with Annex ▇-▇, ▇▇▇▇▇ ▇▇▇▇▇-▇ & ▇▇▇▇ LLP ("CWT"and/or Annex B), special counsel and the following sections of the Prospectus Supplement (only to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed extent that any such information relates to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of or the Mortgage Loans sold by specified originators as set forth in Section 3(a)(41) the Seller hereunder and exclusive of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.any
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cip1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cip1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly A certificate of the Seller, executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedule III to this Agreement; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the articles of association and by-laws of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller), the Indemnification Agreement, (ii) the organizational documents and a certificate of each corporate existence of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State Office of the State Comptroller of Delaware the Currency not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters its counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement AgentsCertificate Administrator, the Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C5), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C5)
Closing Documents. The On or prior to the Closing Documents Date, Borrower shall consist of have delivered to Lender the following:
(a) This Agreement duly executed by the Purchaseroriginals of this Agreement,, the Seller Collateral Documents and the Additional PartyACH Authorization;
(b) The Pooling copies of resolutions of Borrower’s board of directors and Servicing Agreement duly executed general meeting of shareholders evidencing approval of (i) the Loan and other transactions evidenced by the parties theretoLoan Documents;
(c) The Indemnification Agreement duly executed by copies of the parties theretocurrent articles of association of Borrower;
(d) Certificates of each payment of the Seller Facility Charge and the Additional Party, executed by a duly authorized officer reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement; and
(e) receipt of the Seller or the Additional Party, as the case may be, Funding Documents and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: satisfaction of all conditions precedent thereto;
(f) Lender shall have received (i) an Advance Request for the relevant Advance as required by 2.2(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Lender may reasonably request.
(g) The representations and warranties of the Seller or the Additional Party, as the case may be, set forth in this Agreement and, and in the case of the Seller, in the Indemnification Agreement are Section 5 shall be true and correct in all material respects at on and as of the Closing Advance Date with the same effect as if though made on and as of such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior except to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of extent such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such expressly relate to an earlier date;.
(h) An Officer's Certificate from an officer of Borrower shall be in compliance with all the Co-Indemnitor, terms and provisions set forth herein and in his each other Loan Document on its part to be observed or her individual capacity, dated the Closing Dateperformed, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times time of and immediately after such signing Advance no Event of Default shall have occurred and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;be continuing.
(i) As certified The Advance Request shall be deemed to constitute a representation and warranty by an officer of Borrower on the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior Advance Date as to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel matters specified in Section 4.2 and as to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as matters set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestAdvance Request.
Appears in 2 contracts
Sources: Loan and Security Agreement (uniQure B.V.), Loan and Security Agreement (uniQure B.V.)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Additional Party and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case and of the Seller, Seller in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and the Indemnification Agreement, (ii) the organizational documents of each of the Seller and or the Additional Party, as the case may be, and (iii) a certificate of good standing of each of the Seller and or the Additional Party, as the case may be, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")▇, special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to each of the Seller, the Additional PartyParty and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(ml) In connection with the initial issuance Seller's receipt of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgreement; and
(om) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Lb Ubs Commercial Mortgage Trust 2001 C3), Mortgage Loan Purchase Agreement (Structured Asset Securities Corp)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller and the Additional Party;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in his or her individual capacity, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j9(j) abovehereof, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2005-C7), Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2005-C7)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, and in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartySeller, and (iii) a certificate of good standing of each of the Seller and the Additional PartySeller, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kh) An Officer's Certificate from an officer of each of the Seller and the Co-IndemnitorSeller, in each case his or her individual capacity, delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j8(g) abovehereof, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(mi) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(nj) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(ok) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2007-C7), Mortgage Loan Purchase Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in each case delivered in connection with light of the opinion circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of CWT to be delivered the Private Placement Memorandum, dated as of December 1, 2005 (the "Memorandum") (pursuant to Section 8(jwhich certain classes of the Private Certificates are being privately offered) aboveand nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance light of the Seller's Residual Interest Certificatescircumstances under which they were made, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee not misleading. The "Specified Portions" of the Seller;
(n) In the event any Prospectus Supplement shall consist of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984Annex A-1 thereto, as amended, a Certificate of the Seller regarding origination entitled "Certain Characteristics of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
Loans" (o) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by an officer of the Co-Indemnitor, true and correct copies of Each of:
(i) the resolutions of the Seller's board of directors or a committee thereof authorizing the Co-IndemnitorSeller's entering into the transactions contemplated by the Indemnification this Agreement, (ii) the organizational documents certificate of incorporation and bylaws of the Co-IndemnitorSeller, and (iii) an original or a copy of a certificate of good standing of the Co-Indemnitor Seller issued by the Secretary of State of the State of Delaware California not earlier than 10 30 days prior to the Closing Date;
(je) A favorable written opinion of Cadwaladercounsel for the Seller relating to organizational and enforceability matters (which opinion may be from in-house counsel, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"outside counsel or a combination thereof), special counsel reasonably satisfactory to the SellerPurchaser, the Additional Party its counsel and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial Purchaser, the Trustee, the Custodian, the Underwriters, the Placement Agents, Initial Purchasers and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other opinions of CWT written opinions, including as to insolvency matters, as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgencies; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the Closing Date.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-8), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-7)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officer's Certificate officer’s certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel respect to the Seller, the Additional Party Mortgage Loans, the related Mortgagors and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with related Mortgaged Properties (i) such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.has carefully
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officer's Certificate officer’s certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that each individual whowith respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitordate of the Prospectus Supplement, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The “Specified Portions” of the Prospectus Supplement shall consist of Annex A thereto, the Additional Party diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the Co-Indemnitor, substantially following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller ): “The Parties—The Mortgage Loan Sellers,” “The Mortgage Loans,” “Risk Factors—The Mortgage Loans,” and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination “Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool—General,” “—Mortgage Loan History,” “—Certain Terms and Conditions of the Securities Exchange Act Mortgage Loans,” “—Assessments of 1934, as amendedProperty Condition,” “—Co-Lender Loans,” “—Additional Mortgage Loan Information,” “—Twenty Largest Mortgage Loans,” “—The Mortgage Loan Sellers,” “—Underwriting Standards,” and “—Representations and Warranties; and
(o) Such further certificates, opinions Repurchases and documents as Substitutions.” The “Specified Portions” of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the second and third paragraphs on page “iv” of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, and in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartySeller, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")Wood LLP, special counsel to the Seller, in form and substance reasonably acceptable to, and covering matters reasonably requested by, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1initial Purchaser, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(lh) A favorable opinion of in-house counsel to the Additional PartySeller, substantially in form and substance reasonably acceptable to, and covering matters reasonably requested by, the form attached hereto as Exhibit C-2initial Purchaser, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(ni) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(oj) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2008-C1), Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2007-C7)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of May 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, in each case delivered in connection with as of the opinion date of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees Prospectus Supplement or as of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed Date, included or include any untrue statement of a material fact relating to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein relating to the Mortgage Loans, in light of the Securities Exchange Act circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of 1934the Private Placement Memorandum, dated as amended; and
of April 23, 2004 (othe "Memorandum") Such further certificates, opinions and documents as the Purchaser may reasonably request.(pursuant to which certain
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller LBHI and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates A Certificate of each of the Seller and the Additional PartyLBHI, executed by a duly authorized officer of the Seller or the Additional PartyLBHI, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional PartyLBHI, as the case may be, in this Agreement and, in the case of the SellerLBHI, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional PartyLBHI, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartyLBHI, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional PartyLBHI, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the SellerLBHI, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional PartyLBHI, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's or LBHI's, as the case may be, entering into the transactions contemplated by this Agreement and, in the case of the SellerLBHI, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartyLBHI, and (iii) a certificate of good standing of each of the Seller and the Additional Party, LBHI issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")Sidley Austin LLP, special counsel to the Seller, the Additional Party Seller and the Co-IndemnitorLBHI, substantially in the form attached hereto as Exhibit C-1B-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT Sidley Austin LLP as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(lh) A favorable opinion of in-house counsel to each of the Additional PartySeller and LBHI, substantially in the form attached hereto as Exhibit C-2B-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(ni) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller LBHI regarding origination of the Mortgage Loans Loan by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(oj) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2006-C7), Mortgage Loan Purchase Agreement (Lb-Ubs Commercial Mortgage Trust 2006 C6)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Free Writing Prospectus, as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein related to the Mortgage Loans, in the light of the Securities Exchange Act of 1934circumstances under which they were made, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot misleading.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-3), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-3)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by An Officer's Certificate from an officer of each of the Seller Seller, dated the Closing Date, and upon which the Purchaser and the Additional PartyUnderwriters may rely, true and correct copies of to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to his attention that would lead him to believe that the Prospectus, as of the date of the Prospectus Supplement or as of the Closing Date, included or includes any untrue statement of a material fact relating to the MLMCI Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the MLMCI Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the MLMCI Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the MLMCI Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement andAgreement, in the case articles of association and by-laws of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 sixty (60) days prior to the Closing Date;
(gf) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable written opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to for the Seller, reasonably satisfactory to the Additional Party Purchaser, its counsel and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial Purchaser, the UnderwritersTrustee, the Placement Agents, Underwriters and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgencies; and
(og) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties thereto;
thereto and (ciii) The Indemnification the Agreement to Appointment of Master Servicer duly executed by the parties theretoPurchaser and the Seller;
(db) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that each individual who(i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitor, signed date of the Indemnification Agreement Prospectus Supplement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the Additional Party diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the Co-Indemnitor, substantially following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each : "Summary of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Seller's Residual Interest Certificates, a Transfer Affidavit Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination "Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Securities Exchange Act Mortgage Loans," "--Assessments of 1934, as amendedProperty Condition," "--Additional Mortgage Loan Information," "--Ten Largest Mortgage Loans--Overlook at Great Notch," "--Ten Largest Mortgage Loans--Gardner Portfolio," "--The Mortgage Loan Sellers," "--Underwriti▇▇ ▇▇▇▇dards," and "--Representations and Warranties; and
(o) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that each individual who(i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitor, signed date of the Indemnification Agreement Prospectus Supplement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or the Seller or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans or the Seller, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans or the Seller, in the Additional Party light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B thereto (insofar as the information contained in such annexes relates to the Mortgage Loans), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B) and the Co-Indemnitor, substantially in following sections of the form attached hereto as Exhibit C-1, dated the Closing Date and addressed Prospectus Supplement (to the initial Purchaser, extent they relate to the Underwriters, Seller or the Placement Agents, Mortgage Loans and exclusive of any statements in such sections that purport to summarize the Rating Agencies and, upon request, the other parties to servicing and administration provisions of the Pooling and Servicing Agreement, together with such other opinions : "Summary of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer Prospectus Supplement--Relevant Parties-- Mortgage Loan Sellers," "Summary of each of the Seller Prospectus Supplement--The Underlying Mortgage Loans and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory Mortgaged Real Properties," "Risk Factors--Risks Related to the addressees of such opinion Underlying Mortgage Loans," and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination "Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool." The "Specified Portions" of the Securities Exchange Act Memorandum shall consist of 1934, as amended; and
(o) Such further certificates, opinions the Specified Portions of the Prospectus Supplement and documents as "Summary of the Purchaser may reasonably requestOffering Memorandum--Relevant Parties--Mortgage Loan Sellers".
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2004-C2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually and/or collectively, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of each of the board Free Writing Prospectuses and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of directors authorizing each of the Co-Indemnitor's entering into Free Writing Prospectuses, as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein related to the Mortgage Loans, in the light of the Securities Exchange Act of 1934circumstances under which they were made, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot misleading.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-5)
Closing Documents. The Closing Documents Such Purchaser shall consist have received the following, each dated the date of the followingapplicable Closing Day:
(a) This Agreement duly executed by the Purchaser, the Seller and the Additional Party;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified The Note(s) to be purchased by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, such Purchaser on such Closing Day.
(ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, W▇▇▇▇▇ Bond D▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")US) LLP, special counsel to the SellerCompany and the Subsidiary Guarantors (if any), addressed to each Purchaser, as to the matters concerning the Company and the Subsidiary Guarantors and the Note Documents as the Purchasers may reasonably request and in form and substance reasonably satisfactory to such Purchaser.
(iii) A certificate, signed by the president, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaserchief executive officer, the Underwriters, chief financial officer or the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each treasurer of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) aboveCompany, in form and substance satisfactory to such Purchaser, certifying that (i) all representations and warranties of the addressees Company contained in this Agreement and the other Note Documents are true and correct as of such opinion Closing Day in all material respects (except to the extent such representation and upon warranty is qualified by materiality or reference to Material Adverse Effect or Material Adverse Change, in which case, such addressees may rely;representation and warranty shall be true and correct in all respects or except to the extent that such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), both immediately before and after giving effect to the consummation of the transactions contemplated hereby, the purchasing of the Notes hereunder and the application of the proceeds thereof, (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, the purchasing of the Notes hereunder and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the transactions contemplated hereby, the purchasing of the Notes hereunder and the application of the proceeds thereof, no Material Adverse Change has occurred since December 31, 2019 and, to the best of his knowledge, there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change, and (iv) all conditions to the purchasing of Notes hereunder set forth in this paragraph 3 have been satisfied or waived as required hereunder.
(liv) A favorable opinion certificate of in-house counsel the secretary or an assistant secretary of each of the Company and the Subsidiary Guarantors (if any), in form and substance satisfactory to such Purchaser, certifying that attached thereto is a true and complete copy of (i) the articles or certificate of incorporation and all amendments thereto of the Company or such Subsidiary Guarantor, as the case may be, certified by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) the bylaws of the Company or such Subsidiary Guarantor, as the case may be, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) resolutions adopted by the board of directors of the Company or such Subsidiary Guarantor, as the case may be, authorizing the execution, delivery and performance of this Agreement and the other Note Documents to which it is a party, and as to the Additional Partyincumbency and genuineness of the signature of each officer of the Company or such Subsidiary Guarantor, substantially in as the form attached hereto case may be, executing this Agreement or any of such other Note Documents, and attaching all such copies of the documents described above.
(v) A certificate as Exhibit C-2of a recent date of the good standing or existence of each of the Company and the Subsidiary Guarantors (if any) under the laws of its jurisdiction of organization, dated from the Closing Date and addressed to the initial Secretary of State (or comparable Governmental Authority) of such jurisdiction.
(vi) If requested by such Purchaser, an ERISA disclosure letter, duly executed by the Underwriters, Company and the Placement Agents, the Rating Agencies and, upon request, the other parties Subsidiary Guarantors (it being understood that no such ERISA disclosure letter shall be required to the Pooling and Servicing Agreement;
(m) In be delivered in connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated Series B Closing Day).
(vii) Confirmation that any certification required to be delivered by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Company pursuant to Section 3(a)(418.2(x) of the Securities Exchange Act Credit Agreement in connection with the issuance of 1934such Notes has been sent, as amended; andtogether with a copy of such certification.
(oviii) Such further additional documents, certificates, opinions and documents instruments with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as the Purchaser may be reasonably requestrequested by such Purchaser.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Old Dominion Freight Line, Inc.)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly A certificate of the Seller, executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the articles of association and by-laws of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller), the Indemnification Agreement, (ii) the organizational documents and a certificate of each corporate existence of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters its counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement AgentsCertificate Administrator, the Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of September 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, in each case delivered in connection with as of the opinion date of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees Prospectus Supplement or as of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed Date, included or include any untrue statement of a material fact relating to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein relating to the Mortgage Loans, in light of the Securities Exchange Act circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of 1934the Private Placement Memorandum, dated as of September 17, 2004 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as amended; and
(o) Such further certificatesof the date thereof or as of the Closing Date, opinions and documents as included or include any untrue statement of a material fact relating to the Purchaser may reasonably request.Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Key2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that: (i1) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officer's Certificate from an officer of the Co-IndemnitorSeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that each individual who(i) such officer has carefully examined the Prospectus (as defined in the Underwriting Agreement) and nothing has come to his attention that would lead him to believe that the Prospectus, as an officer or representative of the Co-Indemnitor, signed date of the Indemnification Agreement Prospectus Supplement (as defined in the Underwriting Agreement) or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedincludes any untrue statement of a material fact or omitted or omits to state therein a material fact necessary in order to make the statements therein, qualified in light of the circumstances under which they were made, not misleading, and acting as (ii) such officer has examined the Memorandum (as defined in the Certificate Purchase Agreement) and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or representativeas of the Closing Date, and included or includes any untrue statement of a material fact or omitted or omits to state therein a material fact necessary in order to make the signatures statements therein, in the light of such persons appearing on such documents and certificates are their genuine signatures;the circumstances under which they were made, not misleading.
(ie) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the The resolutions of the board of directors of the Seller and any requisite shareholder consent authorizing the Co-IndemnitorSeller's entering into the transactions contemplated by the Indemnification this Agreement, (ii) the organizational documents certificate of incorporation and by-laws of the Co-IndemnitorSeller, and (iii) a certificate of good standing of the Co-Indemnitor Seller issued by the Secretary of State of the State of Delaware not earlier than 10 sixty (60) days prior to the Closing Date;
(jf) A favorable written opinion of Cadwalader, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to for the Seller, in form and substance acceptable to the Additional Party Purchaser and its counsel, with any modifications required by the Co-Indemnitor, substantially rating agencies identified in the form attached hereto as Exhibit C-1Prospectus Supplement (the "Rating Agencies"), dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, Underwriters and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgencies; and
(og) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by An Officer's Certificate from an officer of each of the Seller Seller, in his or her individual capacity, dated the Closing Date, and upon which the Purchaser and the Additional PartyUnderwriters may rely, true and correct copies of to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to his attention that would lead him to believe that the Prospectus, as of the date of the Prospectus Supplement or as of the Closing Date, included or includes any untrue statement of a material fact relating to the LBHI Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the LBHI Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the LBHI Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the LBHI Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement andAgreement, in the case certificate of incorporation and by-laws of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 sixty (60) days prior to the Closing Date;
(gf) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable written opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to for the Seller, in form and substance acceptable to the Additional Party Purchaser and its counsel, with any modifications required by the Co-Indemnitor, substantially rating agencies identified in the form attached hereto as Exhibit C-1Prospectus Supplement (the "Rating Agencies"), dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, Underwriters and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgencies; and
(og) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly A certificate of the Seller, executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the certificate of incorporation and by-laws of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller), the Indemnification Agreement, (ii) the organizational documents and a certificate of each corporate existence of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware New York not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters its counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement AgentsCertificate Administrator, the Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Additional Party and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case and of the Seller, Seller in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and the Indemnification Agreement, (ii) the organizational documents of each of the Seller and or the Additional Party, as the case may be, and (iii) a certificate of good standing of each of the Seller and or the Additional Party, as the case may be, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) A Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended;
(j) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(jk) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")▇, special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to each of the Seller, the Additional PartyParty and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance Seller's receipt of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgreement; and
(on) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Structured Asset Sec Corp Comm Mort Pas THR Cert Ser 2002-C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; the Closing Date and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the The resolutions of the board of directors of the Seller and any requisite shareholder consent authorizing the Seller's entering Seller to enter into the transactions contemplated by this Agreement andAgreement, in the case articles of incorporation and bylaws of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware California dated not earlier than 10 thirty days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(oe) Such further certificates, opinions certificates and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Initial Mortgage Loan Conveyance Agreement (Aames Capital Acceptance Corp)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that each individual who(i) such officer has carefully examined the Prospectus and nothing has come to his attention that would lead him to believe that the Prospectus, as an officer or representative of the Co-Indemnitor, signed date of the Indemnification Agreement Prospectus Supplement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedincludes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified in light of the circumstances under which they were made, not misleading, and acting as (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or representativeas of the Closing Date, and included or includes any untrue statement of a material fact relating to the signatures Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of such persons appearing on such documents and certificates are their genuine signaturesthe circumstances under which they were made, not misleading;
(ie) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to dated the Closing Date, and upon which the Purchaser may rely, to the effect that this Agreement has been duly authorized, executed and delivered by the Seller in accordance with the Seller's organizational documents;
(jf) A favorable written opinion of Cadwaladercounsel for the Seller (which opinion may be from in-house counsel, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"outside counsel or a combination thereof), special counsel reasonably satisfactory to the SellerPurchaser, the Additional Party its counsel and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial Purchaser, the UnderwritersTrustee, the Placement Agents, Underwriters and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgencies; and
(og) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchaser may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of directors authorizing the CoFree Writing Prospectus (when read together with the free writing prospectus distributed by e-Indemnitor's entering into mail to potential investors in the transactions contemplated Certificates on July 27, 2007, as supplemented by the Indemnification Agreementfree writing prospectus distributed by e-mail to potential investors in the certificates on July 31, 2007, and attached hereto as Exhibit A), as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein related to the Mortgage Loans, in the light of the Securities Exchange Act of 1934circumstances under which they were made, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot misleading.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2007-C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySellers;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates A Certificate of each of the Seller and the Additional PartySeller, executed by a duly authorized officer of the such Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters Purchaser and the Placement Agents its permitted assigns may rely, to the effect that: (i) the representations and warranties of the such Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the such Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters Purchaser and the Placement Agents its permitted assigns may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may besuch Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;; and
(fd) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the The resolutions of the requisite committee of each Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement andAgreement, in the case articles of the association and by-laws of each Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 sixty (60) days prior to the Closing Date;.
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(oe) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller and the Additional Party;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Co- Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C3)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of November 10, 2004, between the Seller and Midland Loan Services, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, in each case delivered in connection with as of the opinion date of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees Prospectus Supplement or as of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed Date, included or include any untrue statement of a material fact relating to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) of order to make the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.statements therein relating to the
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Bpc1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of June 29, 2005, between the Seller and Midland Loan Services, Inc. duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-McP1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly A certificate of the Seller, executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the certificate of limited partnership and partnership agreement of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller), the Indemnification Agreement, (ii) the organizational documents and a certificate of each existence of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware New York not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of the Co-Indemnitor combination thereof), relating to certain corporate and dated the Closing Date, enforceability matters and upon which the initial Purchaserin form and substance reasonably satisfactory to CCMSI, the Underwriters Dealers and their respective counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement Agents, Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and in form and substance reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2008-C7)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually and/or collectively, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by an officer of the Co-Indemnitor, true and correct copies of Each of:
(i) the resolutions of the Seller's board of directors or a committee thereof authorizing the Co-IndemnitorSeller's entering into the transactions contemplated by the Indemnification this Agreement, (ii) the organizational documents articles of association and bylaws of the Co-IndemnitorSeller, and (iii) a certificate of good standing corporate existence of the Co-Indemnitor Seller issued by the Secretary of State Office of the State Comptroller of Delaware the Currencey not earlier than 10 thirty (30) days prior to the Closing Date;
(je) A favorable written opinion of Cadwaladercounsel for the Seller relating to organizational and enforceability matters (which opinion may be from in-house counsel, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"outside counsel or a combination thereof), special counsel reasonably satisfactory to the SellerPurchaser, the Additional Party its counsel and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial Purchaser, the Trustee, the Custodian, the Underwriters, the Placement Agents, Initial Purchasers and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other opinions of CWT written opinions, including as to insolvency matters, as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgencies; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the Closing Date.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-8)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officer's Certificate officer’s certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel respect to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.Mortgage
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C34)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchaser may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of directors authorizing the CoFree Writing Prospectus (when read together with the free writing prospectus distributed by e-Indemnitor's entering into mail to potential investors in the transactions contemplated by Certificates on July 27, 2007 and attached hereto as Exhibit A), as of the Indemnification AgreementTime of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein related to the Mortgage Loans, in the light of the Securities Exchange Act of 1934circumstances under which they were made, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot misleading.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2007-C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Additional Party and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Co- Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in his or her individual capacity, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Structured Asset Sec Corp Lb-Ubs Comm Mort Trust 2004-C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officer's Certificate officer’s certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel respect to the Seller, the Additional Party Mortgage Loans, the related Mortgagors and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with related Mortgaged Properties (i) such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.has carefully
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C28)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller and the Additional Party;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Co- Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in his or her individual capacity, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j9(j) abovehereof, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2005-C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officer's Certificate officer’s certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel respect to the Seller, the Additional Party Mortgage Loans, the related Mortgagors and the Co-Indemnitor, substantially in related Mortgaged Properties (i) such officer has carefully examined the form attached hereto as Exhibit C-1, dated Specified Portions of the Closing Date and addressed Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties Time of Sale and nothing has come to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.his
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C28)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of August 24, 2005, between the Seller and Midland Loan Services, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Prospectus Supplement, as of the transactions contemplated by date of the Indemnification AgreementProspectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the organizational documents Specified Portions of the Co-IndemnitorPrivate Placement Memorandum, and dated as of August 11, 2005 (iiithe "Memorandum") a certificate of good standing (pursuant to which certain classes of the Co-Indemnitor issued by Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Secretary of State Specified Portions of the State Memorandum, as of Delaware not earlier than 10 days prior to the date thereof or as of the Closing Date;
, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (j) A favorable opinion of Cadwaladerinsofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with Annex ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller or the Mortgage Loans sold by the Seller hereunder and exclusive of any statements in such sections that purport to describe the servicing and administration provisions of the Pooling and Servicing Agreement and exclusive of aggregated numerical information that includes the Other Mortgage Loans): "Summary of Prospectus Supplement--Relevant Parties--Mortgage Loan Sellers" and "Summary of Prospectus Supplement--Relevant Parties--▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (Mortgage Trust Series 2005-MCP1 Trustee, Master Servicer and Special Servicer" and "CWT--The Westchester Controlling Subordinate Noteholder and Westchester Pari Passu Non-Trust Loan Noteholder"), special counsel to the Seller, the Additional Party ; "Summary of Prospectus Supplement--The Mortgage Loans And The Mortgaged Real Properties," "Risk Factors" and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination "Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool". The "Specified Portions" of the Securities Exchange Act Memorandum shall consist of 1934, the Specified Portions of the Prospectus Supplement (as amended; and
(o) Such further certificates, opinions and documents attached as an exhibit to the Purchaser may reasonably request.Memorandum);
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cip1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly A certificate of the Seller, executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the certificate of incorporation and by-laws of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party), and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware New York not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters its counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement AgentsCertificate Administrator, the Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C5)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedule III to this Agreement; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the certificate of incorporation and by-laws of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party), and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters its counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement Agents, Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C4)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually and/or collectively, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Free Writing Prospectus (when read together with the transactions contemplated free writing prospectus distributed by email to potential investors in the Indemnification AgreementCertificates on May 12, 2006 and attached hereto as Exhibit A), as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Free Writing Prospectus shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (j) A favorable opinion of Cadwaladerinsofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Free Writing Prospectus, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-3 to the Free Writing Prospectus entitled "North Point Mall Trust Mortgage Loan Amortization Schedule", Annex A-4 to the Free Writing Prospectus entitled "633 ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP (Trust Mortgage Loan Amortization Schedule"CWT"), special counsel Annex A-5 to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.Free
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2006-C1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of May 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in each case delivered in connection with light of the opinion circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of CWT to be delivered the Private Placement Memorandum, dated as of April 23, 2004 (the "Memorandum") (pursuant to Section 8(jwhich certain classes of the Private Certificates are being privately offered) aboveand nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance light of the Seller's Residual Interest Certificatescircumstances under which they were made, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee not misleading. The "Specified Portions" of the Seller;
(n) In the event any Prospectus Supplement shall consist of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984Annex A-1 thereto, as amended, a Certificate of the Seller regarding origination entitled "Certain Characteristics of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
Loans" (o) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Additional Party and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")▇, special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to each of the Seller, the Additional PartyParty and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(ml) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from the Seller and from the transferee of the Seller;
(nm) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(on) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Structured Asset Sec Corp Lb Ubs Com Mort Tr 2003-C8)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of directors authorizing the CoFree Writing Prospectus (when read together with the free writing prospectus which was distributed to prospective investors in the Certificates by e-Indemnitor's entering into mail on November 1, 2007), as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1light of the circumstances under which they were made, dated not misleading. The "Specified Portions" of the Closing Date and addressed Free Writing Prospectus shall consist of Annex A-1 to the initial PurchaserFree Writing Prospectus, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination entitled "Certain Characteristics of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
Loans" (o) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to the Free Writing Prospectus entitled "Yield Maintenance Formulas" (insofar as the information contained in Annex A-1(YM) relates to the Mortgage
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedule III to this Agreement; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the certificate of incorporation and by-laws of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party), and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware New York not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters its counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement Agents, Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C4)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller LBHI and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates A Certificate of each of the Seller and the Additional PartyLBHI, executed by a duly authorized officer of the Seller or the Additional PartyLBHI, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional PartyLBHI, as the case may be, in this Agreement and, in the case of the SellerLBHI, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional PartyLBHI, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartyLBHI, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional PartyLBHI, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the SellerLBHI, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional PartyLBHI, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's or LBHI's, as the case may be, entering into the transactions contemplated by this Agreement and, in the case of the SellerLBHI, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartyLBHI, and (iii) a certificate of good standing of each of the Seller and the Additional Party, LBHI issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of CadwaladerThacher Proffitt & Wood ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel unsel to the SellerSeller and LBHI, in form and substance reasonably acceptable to, and covering matters reasonably requested by, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1initial Purchaser, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required Thacher Proffitt & Wood ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇equ▇▇▇▇ by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(lh) A favorable opinion of in-house counsel to each of the Additional PartySeller and LBHI, substantially in form and substance reasonably acceptable to, and covering matters reasonably requested by, the form attached hereto as Exhibit C-2initial Purchaser, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(ni) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller LBHI regarding origination of the Mortgage Loans Loan by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(oj) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2007-C2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of directors authorizing the CoFree Writing Prospectus (when read together with the free writing prospectus which was distributed to prospective investors in the Certificates by e-Indemnitor's entering into mail on November 1, 2007), as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1light of the circumstances under which they were made, dated not misleading. The "Specified Portions" of the Closing Date and addressed Free Writing Prospectus shall consist of Annex A-1 to the initial PurchaserFree Writing Prospectus, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination entitled "Certain Characteristics of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.Loans"
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Additional Party and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")▇, special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to each of the Seller, the Additional PartyParty and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(ml) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the SellerCredit Suisse First Boston LLC;
(nm) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a A Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(on) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass-Through Certificates Series 2003-C5)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySellers and CWCapital;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates A certificate of each of the Seller and the Additional PartyCWCapital, executed by a duly authorized officer of the applicable Seller or the Additional Party, as the case may be, CWCapital and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the such Seller or the Additional Party, as the case may be, CWCapital in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, it has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the such Seller and the Additional Party, or CWCapital (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the such Seller or the Additional Party, as the case may beCWCapital, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, such Seller or CWCapital (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that each individual whowith respect to it, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as an officer or representative of the Co-IndemnitorTime of Sale, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer in light of the Co-Indemnitorcircumstances under which they were made, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreementnot misleading, (ii) such officer has carefully examined the organizational documents Specified Portions of the Co-IndemnitorProspectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, and as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (iii) a certificate of good standing such officer has examined the Specified Portions of the Co-Indemnitor issued by Memorandum and nothing has come to his attention that would lead him to believe that the Secretary of State Specified Portions of the State Memorandum, as of Delaware not earlier than 10 days prior to the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the Additional Party diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the Co-Indemnitor, substantially following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement, together with such other opinions ): "Summary of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of each of the Seller Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination "Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Securities Exchange Act Mortgage Loans," "--Assessments of 1934, as amendedProperty Condition," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(o) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iv" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C22)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of September 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in each case delivered in connection with light of the opinion circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of CWT to be delivered the Private Placement Memorandum, dated as of September 17, 2004 (the "Memorandum") (pursuant to Section 8(jwhich certain classes of the Private Certificates are being privately offered) aboveand nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance light of the Seller's Residual Interest Certificatescircumstances under which they were made, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee not misleading. The "Specified Portions" of the Seller;
(n) In the event any Prospectus Supplement shall consist of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984Annex A-1 thereto, as amended, a Certificate of the Seller regarding origination entitled "Certain Characteristics of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
Loans" (o) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Key2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties thereto;
thereto and (ciii) The Indemnification the Agreement to Appointment of Master Servicer duly executed by the parties theretoPurchaser and the Seller;
(db) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that each individual who(i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitor, signed date of the Indemnification Agreement Prospectus Supplement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has carefully examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Underlying Mortgage Loans" (j) A favorable opinion insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Underlying Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement, entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet And Description of Cadwaladerthe Ten Largest Mortgage Loans" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), ▇▇▇▇Annex E entitled "77 West ▇▇▇▇▇▇ & ▇▇▇▇ LLP Drive Amortization Table" ("CWT"insofar as the information contained in Annex E relates to the Mortgage Loans sold by the Seller hereunder), special counsel the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with Annex A-1 or Annex A-2), and the following sections of the Prospectus Supplement (only to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed extent that any such information relates to the initial Purchaser, Seller or the Underwriters, Mortgage Loans sold by the Placement Agents, the Rating Agencies Seller hereunder and, upon requestwithout limitation, exclusive of any statements in such sections that purport to summarize the other parties to servicing and administration provisions of the Pooling and Servicing Agreement): "Summary of Prospectus Supplement--Relevant Parties--Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Underlying Mortgage Loans And The Mortgaged Real Properties," "RISK FACTORS", together with such "DESCRIPTION OF THE MORTGAGE POOL" (other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination than "DESCRIPTION OF THE MORTGAGE POOL--Assignment of the Mortgage Loans by specified originators as set forth in Section 3(a)(41Loans") and "DESCRIPTION OF THE OFFERED CERTIFICATES--Payments--Class WW Certificates and the ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Loan." The "Specified Portions" of the Securities Exchange Act Memorandum shall consist of 1934, as amended; and
(o) Such further certificates, opinions the Specified Portions of the Prospectus Supplement and documents as the Purchaser may reasonably request.first and second full paragraphs on page "v" of the Memorandum;
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Comm Mort Ps THR Certs Ser 2003-Key1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of May 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in each case delivered in connection with light of the opinion circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of CWT to be delivered the Private Placement Memorandum, dated as of April 23, 2004 (the "Memorandum") (pursuant to Section 8(jwhich certain classes of the Private Certificates are being privately offered) aboveand nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance light of the Seller's Residual Interest Certificatescircumstances under which they were made, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee not misleading. The "Specified Portions" of the Seller;
(n) In the event any Prospectus Supplement shall consist of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984Annex A-1 thereto, as amended, a Certificate of the Seller regarding origination entitled "Certain Characteristics of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
Loans" (o) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by An officer's certificate from an officer of each of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Additional PartyUnderwriters may rely, true and correct copies of to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to his attention that would lead him to believe that the Prospectus, as of the date of the Prospectus Supplement or as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading;
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement andAgreement, in the case articles of association and by-laws of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than 10 sixty (60) days prior to the Closing Date;
(gf) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of combination thereof), reasonably satisfactory to the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters its counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial Purchaser, the UnderwritersTrustee, the Placement Agents, Underwriters and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgencies; and
(og) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, Purchaser and the Underwriters and the Placement Agents may rely, to the effect that each individual who(i) such officer has carefully examined the Prospectus and nothing has come to his attention that would lead him to believe that the Prospectus, as an officer or representative of the Co-Indemnitor, signed date of the Indemnification Agreement Prospectus Supplement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedincludes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified in light of the circumstances under which they were made, not misleading, and acting as (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or representativeas of the Closing Date, and included or includes any untrue statement of a material fact relating to the signatures Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of such persons appearing on such documents and certificates are their genuine signaturesthe circumstances under which they were made, not misleading;
(ie) As certified by an officer The articles of association and by-laws of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-IndemnitorSeller, and (iii) a certificate of good standing of the Co-Indemnitor Seller issued by the Secretary of State of the State of Delaware Maryland not earlier than 10 sixty (60) days prior to the Closing Date;.
(jf) A favorable written opinion of Cadwaladercounsel for the Seller (which opinion may be from in-house counsel, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"outside counsel or a combination thereof), special counsel reasonably satisfactory to the SellerPurchaser, the Additional Party its counsel and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial Purchaser, the UnderwritersTrustee, the Placement Agents, Underwriters and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgencies; and
(og) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Agreement to Appointment of Master Servicer, dated as of March 30, 2006, between the Seller and Wachovia, duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his attention that would lead him to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Free Writing Prospectus, as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each light of the Seller and the Co-Indemnitorcircumstances under which they were made, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance not misleading. The "Specified Portions" of the Seller's Residual Interest CertificatesFree Writing Prospectus shall consist of Annex A-1 thereto, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination entitled "Certain Characteristics of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
Loans" (o) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Free Writing Prospectus, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Free Writing Prospectus entitled "Certain
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (MLCFC Commercial Mortgage Trust Series 2006-1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officer's Certificate officer’s certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that each individual whowith respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitordate of the Prospectus Supplement, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The “Specified Portions” of the Prospectus Supplement shall consist of Annex A thereto, the Additional Party diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the Co-Indemnitor, substantially following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller ): “The Parties—The Mortgage Loan Sellers,” “The Mortgage Loans,” “Risk Factors—The Mortgage Loans,” and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination “Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool—General,” “—Mortgage Loan History,” “—Certain Terms and Conditions of the Securities Exchange Act Mortgage Loans,” “—Assessments of 1934, as amendedProperty Condition,” “—Additional Mortgage Loan Information,” “—The Mortgage Loan Sellers,” “—Underwriting Standards,” and “—Representations and Warranties; and
(o) Such further certificates, opinions Repurchases and documents as Substitutions.” The “Specified Portions” of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the second and third paragraphs on page “iv” of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, and in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartySeller, and (iii) a certificate of good standing of each of the Seller and the Additional PartySeller, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kh) An Officer's Certificate from an officer of each of the Seller and the Co-IndemnitorSeller, in each case his or her individual capacity, delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above8(g), in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(mi) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(nj) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended;
(k) A favorable opinion of in-house counsel to the Seller, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement; and
(ol) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2008-C1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of November 10, 2004, between the Seller and Midland Loan Services, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in each case delivered in connection with light of the opinion circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of CWT to be delivered the Private Placement Memorandum, dated as of November 2, 2004 (the "Memorandum") (pursuant to Section 8(jwhich certain classes of the Private Certificates are being privately offered) aboveand nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance light of the Seller's Residual Interest Certificatescircumstances under which they were made, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee not misleading. The "Specified Portions" of the Seller;
(n) In the event any Prospectus Supplement shall consist of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984Annex A-1 thereto, as amended, a Certificate of the Seller regarding origination entitled "Certain Characteristics of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
Loans" (o) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Bpc1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly A certificate of the Seller, executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the certificate of incorporation and by-laws of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party), and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware California not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of the Co-Indemnitor combination thereof), relating to certain corporate and dated the Closing Date, enforceability matters and upon which the initial Purchaserin form and substance reasonably satisfactory to CCMSI, the Underwriters Dealers and their respective counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement AgentsCertificate Administrator, the Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and in form and substance reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2007-C6)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that each individual whowith respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitordate of the Prospectus Supplement, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the Additional Party diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the Co-Indemnitor, substantially following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement, together with such other opinions ): "Summary of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of each of the Seller Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination "Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Securities Exchange Act Mortgage Loans," "--Assessments of 1934, as amendedProperty Condition," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(o) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iv" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C20)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officer's Certificate officer’s certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that each individual whowith respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitordate of the Prospectus Supplement, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The “Specified Portions” of the Prospectus Supplement shall consist of Annex A thereto, the Additional Party diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the Co-Indemnitor, substantially following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement, together with such other opinions ): “Summary of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer Prospectus Supplement––”The Parties—The Mortgage Loan Seller,” “Summary of each of the Seller Prospectus Supplement––The Mortgage Loans,” “Risk Factors—The Mortgage Loans,” and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination “Description of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) Pool—General,” “—Mortgage Loan History,” “—Certain Terms and Conditions of the Securities Exchange Act Mortgage Loans,” “—Assessments of 1934, as amendedProperty Condition,” “—Co-Lender Loans,” “—Additional Mortgage Loan Information,” “—Twenty Largest Mortgage Loans,” “—The Mortgage Loan Seller,” “—Underwriting Standards,” and “—Representations and Warranties; and
(o) Such further certificates, opinions Repurchases and documents as Substitutions.” The “Specified Portions” of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page “iii” of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C19)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of November 10, 2004, between the Seller and Midland Loan Services, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Prospectus Supplement, as of the transactions contemplated by date of the Indemnification AgreementProspectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the organizational documents Specified Portions of the Co-IndemnitorPrivate Placement Memorandum, and dated as of November 2, 2004 (iiithe "Memorandum") a certificate of good standing (pursuant to which certain classes of the Co-Indemnitor issued by Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Secretary of State Specified Portions of the State Memorandum, as of Delaware not earlier than 10 days prior to the date thereof or as of the Closing Date;
, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (j) A favorable opinion of Cadwaladerinsofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with Annex ▇-▇, ▇▇▇▇▇ ▇▇▇▇▇-▇ & ▇▇▇▇ LLP ("CWT"and/or Annex B and the information contained in the diskette relates to the Mortgage Loans sold by the Seller), special counsel and the following sections of the Prospectus Supplement (only to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed extent that any such information relates to the initial Purchaser, Seller or the Underwriters, Mortgage Loans sold by the Placement Agents, the Rating Agencies Seller hereunder and, upon requestwithout limitation, exclusive of any statements in such sections that purport to describe the other parties to servicing and administration provisions of the Pooling and Servicing Agreement, together with such other opinions ): "Summary of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer Prospectus Supplement--Relevant Parties--Mortgage Loan Sellers," "Summary of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Prospectus Supplement--The Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; And The Mortgaged Real Properties," "Risk Factors" and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Bpc1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually and/or collectively, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Free Writing Prospectus, as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each light of the Seller and the Co-Indemnitorcircumstances under which they were made, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance not misleading. The "Specified Portions" of the Seller's Residual Interest CertificatesFree Writing Prospectus shall consist of Annex A-1 thereto, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination entitled "Certain Characteristics of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
Loans" (o) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Free Writing Prospectus, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Free Writing Prospectus entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2006-C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Agent may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, and in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Agent may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartySeller, and (iii) a certificate of good standing of each of the Seller and the Additional PartySeller, issued by the Secretary of State of the State of Delaware New York not earlier than 10 30 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ Dechert LLP ("CWTDechert"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement AgentsAgent, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT Dechert as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kh) An Officer's Certificate from an officer of each of the Seller and the Co-IndemnitorSeller, in each case his or her individual capacity, delivered in connection with the opinion of CWT Dechert to be delivered pursuant to Section 8(j8(g) abovehereof, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(mi) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(nj) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and;
(ok) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(l) A favorable opinion of in house counsel to the Seller, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agent, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (TIAA Seasoned Commercial Mortgage Trust 2007-C4)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of August 24, 2005, between the Seller and Midland Loan Services, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-Indemnitor, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"signed in his/her capacity as an officer), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date Date, and addressed to upon which the initial Purchaser, the UnderwritersUnderwriters and Initial Purchasers may rely, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with effect that (i) such other opinions of CWT officer has carefully examined the Specified Portions (as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(kdefined below) An Officer's Certificate from an officer of each of the Seller Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Co-IndemnitorSpecified Portions of the Prospectus Supplement, in each case delivered in connection with as of the opinion date of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees Prospectus Supplement or as of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed Date, included or include any untrue statement of a material fact relating to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth or omitted or omit to state therein a material fact necessary in Section 3(a)(41) order to make the statements therein relating to the Mortgage Loans, in light of the Securities Exchange Act circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of 1934the Private Placement Memorandum, dated as of August 11, 2005 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as amended; and
(o) Such further certificatesof the date thereof or as of the Closing Date, opinions and documents as included or include any untrue statement of a material fact relating to the Purchaser may reasonably request.Mortgage Loans or omitted or omit
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cip1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Letter Agreement, duly executed and delivered by the Purchaser, the Seller and by each of the Additional Partyother parties thereto;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, Depositor and the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, and in the case of the Seller, in the Indemnification Pooling and Servicing Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement, the Letter Agreement or the Pooling and Servicing Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, Depositor and the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Pooling and Servicing Agreement, the Letter Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the The resolutions of the board of directors of the Seller and any requisite shareholder consent authorizing the Co-IndemnitorSeller's entering into the transactions contemplated by the Indemnification this Agreement, (ii) the organizational documents certificate of incorporation and by-laws of the Co-IndemnitorSeller as in effect on the Closing Date, and (iii) a certificate of good standing of the Co-Indemnitor Seller issued by the Secretary of State of the State of Delaware New York not earlier than 10 thirty (30) days prior to the Closing Date;
(je) A favorable One or more letters from a firm of certified public accountants acceptable to the Depositor and the Seller, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature constituting part of Daiwa's Information (as defined in Section 6(a) below) in the Prospectus and the Memorandum agrees with the records of the Seller and the Master Servicer;
(f) Such written opinion or opinions of Cadwalader, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")▇▇▇▇▇▇, special counsel for the Seller and Greystone Funding, as may be required by the Depositor and its counsel with respect to matters relating to the SellerSeller and Greystone Funding, the Additional Party this Agreement and the Co-IndemnitorPooling and Servicing Agreement, substantially in form and substance acceptable to the form attached hereto as Exhibit C-1Depositor and its counsel, with any modifications required by S&P, dated the Closing Date and addressed to the initial PurchaserDepositor, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling Underwriters and Servicing AgreementS&P, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedS&P; and
(og) Such further certificates, opinions and documents as the Purchaser Depositor may reasonably request.
Appears in 1 contract
Sources: Mortgage Asset Purchase Agreement (American Southwest Financial Securities Corp)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hd) An Officerofficer's Certificate certificate from an officer of the Co-Indemnitor, Seller (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchaser may rely, to the effect that each individual whowith respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as an officer or representative of the Co-Indemnitordate of the Prospectus Supplement, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected included or appointedinclude any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, qualified and acting as such officer or representativein light of the circumstances under which they were made, not misleading, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) such officer has examined the organizational documents Specified Portions of the Co-Indemnitor, Memorandum and (iii) a certificate of good standing nothing has come to his attention that would lead him to believe that the Specified Portions of the Co-Indemnitor issued by the Secretary of State Memorandum, as of the State date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion , included or include any untrue statement of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel a material fact relating to the SellerMortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the Additional Party diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the Co-Indemnitor, substantially following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the form attached hereto as Exhibit C-1, dated the Closing Date servicing and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to administration provisions of the Pooling and Servicing Agreement, together with such other opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(o) Such further certificates, opinions and documents as the Purchaser may reasonably request.): "
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C20)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly A certificate of the Seller, executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the certificate of incorporation and by-laws of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller), the Indemnification Agreement, (ii) the organizational documents and a certificate of each corporate existence of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware New York not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of the Co-Indemnitor combination thereof), relating to certain corporate and dated the Closing Date, enforceability matters and upon which the initial Purchaserin form and substance reasonably satisfactory to CCMSI, the Underwriters Dealers and their respective counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement AgentsCertificate Administrator, the Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and in form and substance reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2007-C6)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Agent may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate from an officer of each of the Seller and the Additional PartySeller, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Agent may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer of each of the Seller and the Additional PartySeller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional PartySeller, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date (or, if accompanied by a bring-down telegram dated as of the Closing Date, a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than 30 days prior to the Closing Date);
(ge) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Agent may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(hf) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Agent may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated thereinherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(ig) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(jh) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")▇, special counsel to the Seller, the Additional Party Seller and the Co-Indemnitor, substantially in the form attached hereto as Exhibit EXHIBIT C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement AgentsAgent, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT Sidley & Austin as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(li) A favorable opinion of in-house counsel to the Additional PartySeller and the Co-Indemnitor, substantially in the form attached hereto as Exhibit EXHIBIT C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement AgentsAgent, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(mj) In connection with the initial issuance Seller's receipt of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgreement; and
(ok) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Structured Asset Sec Corp Com Mort Pas THR Certs Ser 2000-C3)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Letter Agreement, duly executed and delivered by the Purchaser, the Seller Master Servicer and the Additional PartySeller, as appropriate, and by each of the other parties thereto;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A Certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, Depositor and the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, and in the case of the Seller, in the Indemnification Pooling and Servicing Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement, the Letter Agreement or the Additional PartyPooling and Servicing Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An Officer's Certificate from an officer of the Seller, in his or her individual capacity, dated the Closing Date, and upon which the Depositor and the Underwriters may rely, to the effect that each individual who, as an officer or representative of the case Seller, signed this Agreement, the Pooling and Servicing Agreement, the Letter Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) A Certificate of the Master Servicer, executed by a duly authorized officer of the Master Servicer and dated the Closing Date, and upon which the Depositor and the Underwriter may berely, to the effect that: (i) the representations and warranties of the Master Servicer in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Master Servicer has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement or the Pooling and Servicing Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional PartyMaster Servicer, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters Depositor and the Placement Agents Underwriter may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beMaster Servicer, signed this Agreement, the Indemnification Pooling and Servicing Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementor therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the The resolutions of the board of directors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the SellerAgreement, the Indemnification Agreement, (ii) the organizational documents certificate of each incorporation and by-laws of the Seller and as in effect on the Additional PartyClosing Date, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware Virginia not earlier than 10 thirty (30) days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the The resolutions of the board of directors of the Master Servicer and any requisite shareholder consent authorizing the Co-IndemnitorMaster Servicer's entering into the transactions contemplated by the Indemnification this Agreement, (ii) the organizational documents certificate of incorporation and by-laws of the Co-IndemnitorMaster Servicer as in effect on the Closing Date, and (iii) a certificate of good standing of the Co-Indemnitor Master Servicer issued by the Secretary of State of the State of Delaware Georgia not earlier than 10 thirty (30) days prior to the Closing Date;
(jh) A favorable One or more letters from a firm of certified public accountants acceptable to the Depositor and the Seller, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature constituting part of Greystone's Information (as defined in Section 6(a) below) in the Prospectus and the Memorandum agrees with the records of the Seller and the Master Servicer;
(i) Such written opinion or opinions of Cadwalader, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")▇▇▇▇▇▇, special counsel to for the Seller, the Additional Party Master Servicer and Daiwa Finance, as may be required by the Depositor and its counsel with respect to matters relating to the Master Servicer, the Seller and Daiwa Finance, this Agreement and the Co-IndemnitorPooling and Servicing Agreement, substantially in form and substance acceptable to the form attached hereto as Exhibit C-1Depositor and its counsel, with any modifications required by S&P, dated the Closing Date and addressed to the initial PurchaserDepositor, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling Underwriters and Servicing AgreementS&P, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedS&P; and
(oj) Such further certificates, opinions and documents as the Purchaser Depositor may reasonably request.
Appears in 1 contract
Sources: Mortgage Asset Purchase Agreement (American Southwest Financial Securities Corp)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser, the Seller Purchaser and the Additional Party;
Seller, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each An officer's certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, (signed in his or his/her individual capacitycapacity as an officer), dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, the Indemnification Agreement, (ii) the organizational documents of each of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(id) As certified by An officer's certificate from an officer of the Co-IndemnitorSeller (signed in his/her capacity as an officer), true dated the Closing Date, and correct copies of upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that (i) such officer has carefully examined the resolutions Specified Portions (as defined below) of the board Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of directors authorizing the Co-Indemnitor's entering into Free Writing Prospectus, as of the transactions contemplated by Time of Sale or as of the Indemnification AgreementClosing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the organizational documents Specified Portions (as defined below) of the Co-IndemnitorProspectus Supplement and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) a certificate of good standing such officer has carefully examined the Specified Portions (as defined below) of the Co-Indemnitor issued by the Secretary of State Memorandum (pursuant to which certain classes of the State Private Certificates are being privately offered) and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of Delaware not earlier than 10 days prior to the Memorandum, as of the date thereof or as of the Closing Date;
, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Free Writing Prospectus shall consist of Annex A-1 to the Free Writing Prospectus, entitled "Certain Characteristics of the Mortgage Loans" (jinsofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) A favorable opinion of Cadwaladerto the Free Writing Prospectus entitled "Yield Maintenance Formulas" (insofar as the information contained in Annex A-1(YM) relates to the Mortgage Loans sold by the Seller hereunder), ▇▇▇▇Annex A-2 to the Free Writing Prospectus, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-3 to the Free Writing Prospectus, entitled "500 ▇▇▇▇▇▇ & Town Center Amortization Schedule", Annex B to the Free Writing Prospectus entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Free Writing Prospectus, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the CD-ROM which accompanies the Free Writing Prospectus (insofar as such CD-ROM is consistent with Annex ▇-▇, ▇▇▇▇▇ LLP ▇-▇("CWT"▇▇), special counsel ▇▇▇▇▇ ▇-▇, Annex A-3, and/or Annex B and only insofar as the information contained therein relates to the SellerMortgage Loans sold by the Seller hereunder), the Additional Party and the Co-Indemnitor, substantially in following sections of the form attached hereto as Exhibit C-1, dated the Closing Date and addressed Free Writing Prospectus (only to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties extent that any such information relates to the Pooling and Servicing AgreementSeller (solely in its capacity as a seller, together with such other opinions sponsor or originator of CWT as may be required the Mortgage Loans sold by the Rating Agencies in connection with Seller hereunder), or the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of Mortgage Loans sold by the Seller hereunder and exclusive of any statements in such sections that purport to describe the Co-Indemnitor, in each case delivered in connection with the opinion servicing and administration provisions of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from exclusive of aggregated numerical information that includes the transferee Other Mortgage Loans): "Summary of Offering Prospectus--Relevant Parties--Sponsors/Mortgage Loan Sellers", "Summary of Offering Prospectus--The Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related to the Mortgage Loans", "Description of the Seller;
(n) In the event any Mortgage Pool", "Transaction Participants--The Sponsors" and "Affiliations and Certain Relationships and Related Transactions". The "Specified Portions" of the Certificates are mortgage related securities within Prospectus Supplement shall consist of Annex A-1 to the meaning Prospectus Supplement, entitled "Certain Characteristics of the Secondary Mortgage Market Enhancement Act of 1984Loans" (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to the Prospectus Supplement entitled "Yield Maintenance Formulas" (insofar as amendedthe information contained in Annex A-1(YM) relates to the Mortgage Loans sold by the Seller hereunder), a Certificate Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-3 to the Prospectus Supplement, entitled "500 ▇▇▇▇▇▇ Town Center Amortization Schedule", Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Description of the Ten Largest Mortgage Loans" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller regarding origination hereunder), the CD-ROM which accompanies the Prospectus Supplement (insofar as such CD-ROM is consistent with Annex ▇-▇, ▇▇▇▇▇ ▇-▇(▇▇), ▇▇▇▇▇ ▇-▇, Annex A-3 and/or Annex B and only insofar as the information contained therein related to the Mortgage Loans sold by the Seller hereunder), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller (solely in its capacity as a seller, sponsor or originator of the Mortgage Loans sold by specified originators as set forth the Seller hereunder), or the Mortgage Loans sold by the Seller hereunder and exclusive of any statements in Section 3(a)(41) such sections that purport to describe the servicing and administration provisions of the Securities Exchange Act Pooling and Servicing Agreement and exclusive of 1934, as amended; and
(o) Such further certificates, opinions and documents as aggregated numerical information that includes the Purchaser may reasonably request.Other
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser, the Seller Additional Party and the Additional PartySeller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case and of the Seller, Seller in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may be, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(f) As certified by an officer of each of the Seller and the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case of the Seller, and/or the Indemnification Agreement, (ii) the organizational documents of each of the Seller and or the Additional Party, as the case may be, and (iii) a certificate of good standing of each of the Seller and or the Additional Party, as the case may be, issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT")▇, special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of CWT Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to each of the Seller, the Additional PartyParty and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(ml) In connection with the initial issuance Seller's receipt of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amendedAgreement; and
(om) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Lb Ubs Com Mor Tr 2001 C2 Com Mor Pass Thru Cer Ser 2001 C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each A certificate of the Seller and the Additional PartySeller, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in this Agreement and, in the case of the Seller, in and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedule III to this Agreement; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the certificate of corporate existence and by-laws of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller), the Indemnification Agreement, (ii) the organizational documents and a certificate of each corporate existence of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State Comptroller of the State of Delaware Currency, not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Co-Indemnitor and dated the Closing Date, and upon which the initial Purchaser, the Underwriters its counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement Agents, Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2006-C4)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser, the Seller and the Additional Partyall parties thereto;
(b) The Pooling and Servicing Agreement duly A certificate of the Seller, executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed by a duly authorized officer of the Seller or the Additional Party, as the case may be, and dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that: (i) the representations and warranties of the Seller or the Additional Party, as the case may be, in Section 3(a) and Section 3(b) of this Agreement and, in the case of the Seller, in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; provided, however, that the Dealers may not rely upon the representations and warranties of the Seller in Section 3(b) of this Agreement or the certificate of the Seller to the extent it pertains to such representations and warranties; and (ii) the Seller or the Additional Party, as the case may be, has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the Seller and the Additional Party, in his or her individual capacitySeller, dated the Closing Date, and upon which the initial Purchaser, the Underwriters CCMSI and the Placement Agents Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller or the Additional Party, as the case may beSeller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or, in the case of the Seller, in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(fd) As certified by an officer True and complete copies of each the by-laws of the Seller and (as certified to by the Additional Party, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and, in the case Secretary or an assistant secretary of the Seller), the Indemnification Agreement, (ii) the organizational documents and a certificate of each corporate existence of the Seller and the Additional Party, and (iii) a certificate of good standing of each of the Seller and the Additional Party, issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than 10 thirty (30) days prior to the Closing Date;
(ge) A Certificate written opinion of counsel for the CoSeller (which opinion may be from in-Indemnitorhouse counsel, executed by outside counsel or a duly authorized officer of the Co-Indemnitor combination thereof), relating to certain corporate and dated the Closing Date, enforceability matters and upon which the initial Purchaserin form and substance reasonably satisfactory to CCMSI, the Underwriters Dealers and their respective counsel and the Placement Agents may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and upon which the initial Purchaser, the Underwriters and the Placement Agents may rely, to the effect that each individual who, as an officer or representative of the Co-Indemnitor, signed the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("CWT"), special counsel to the Seller, the Additional Party and the Co-Indemnitor, substantially in the form attached hereto as Exhibit C-1Rating Agencies, dated the Closing Date and addressed to the initial PurchaserCCMSI, the UnderwritersTrustee, the Placement AgentsCertificate Administrator, the Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of CWT as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(k) An Officer's Certificate from an officer of each of the Seller and the Co-Indemnitor, in each case delivered in connection with the opinion of CWT to be delivered pursuant to Section 8(j) above, in form and substance satisfactory to the addressees of such opinion and upon which such addressees may rely;
(l) A favorable opinion of in-house counsel to the Additional Party, substantially in the form attached hereto as Exhibit C-2, dated the Closing Date and addressed to the initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(m) In connection with the initial issuance of the Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the form contemplated by the Pooling and Servicing Agreement from Seller and from the transferee of the Seller;
(n) In the event any of the Certificates are mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended; and
(of) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and in form and substance reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2007-C6)