Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof; (xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 13 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c37), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c37), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c36)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “"Interested Parties”"), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 60 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely[Reserved];
(viiivii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIDechert LLP, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3B hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingrequired by either Rating Agency);
(xiviii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) BSCMSI and the Initial Purchasers (only with respect to the Private Placement Memorandum)Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light form of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3C hereto;
(xiiix) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters BSCMSI or the Initial PurchasersUnderwriters, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 12 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr18), Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr17), Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr15)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 8 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C15), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C12), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C11)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary a duly authorized officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware, dated not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of State of Delaware Delaware, dated not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors, except as such enforceability may be limited by (A) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed agreed-upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABAB as of the date hereof;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 8 contracts
Sources: Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2019-C17), Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2019-C16), Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2018-C12)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 8 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2026-M1), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2026-M1), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c33)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 7 contracts
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILCFH;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILCFH’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILCFH;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan SellerSeller and LCFH, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loanloan related-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 6 contracts
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C58), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C56), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C51)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware New York not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C14), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C10), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C9)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C53)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2025-C65), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2025-C65), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2025-C64)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(413(a) (41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-C35), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c34), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c34)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c25), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C24)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware New York not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C11), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2020-C7), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2019-C4)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-C19), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C18), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C14)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHIGSCII;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, GSCII in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIGSCII;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI GSCII issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI GSCII substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI GSCII on BCHIGSCII’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIGSCII’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIGSCII;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c27), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c31), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c27)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIGSCII;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, GSCII in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of GSCII authorizing GSCII’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHIGSCII;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI GSCII issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI GSCII substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI GSCII on BCHIGSCII’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIGSCII’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIGSCII;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed agreed-upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed agreed-upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed agreed-upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed agreed-upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2026-5c8), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2026-5c8), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C53), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C53)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller Seller, and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc22), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c37), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c37), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the PurchaserPurchaser (acting reasonably), the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”) (without limiting any other conditions that may apply under Section 6(ii), as applicable, ) and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILCFH;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILCFH’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILCFH;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to WFCMSI (only with respect to the PurchaserPreliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which was approximately 1:30 p.m. (Eastern Time) on September 19, 2012 with respect to the Certificates (other than the Class X-A, Class X-B and Class R Certificates), was approximately 1:35 p.m. (Eastern Time) on September 21, 2012 with respect to the Class X-A and Class X-B Certificates and was approximately 12:03 p.m. (Eastern Time) on September 24, 2012 with respect to the Class R Certificates (collectively, as the context requires, the “Time of Sale”), contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan SellerSeller and LCFH, dated the Closing Date and addressed to the PurchaserWFCMSI, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;.
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the PurchaserWFCMSI, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loanloan related-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2020-C6), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2019-C5)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c29), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-C21)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of prior to the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectivelyClosing Date, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C57)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary a duly authorized officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware, dated not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of State of Delaware Delaware, dated not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors, except as such enforceability may be limited by (A) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed agreed-upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABAB as of the date hereof;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2017-C6), Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2017-C4)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than thirty (30) days prior to the Closing DateDate or otherwise reasonably acceptable to the Depositor, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2026-5c43), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c38)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateDate or otherwise reasonably acceptable to the Depositor, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-C39), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c38)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-C22), Mortgage Loan Purchase Agreement (BBCMS 2023-C20)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILCFH;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILCFH’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILCFH;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan SellerSeller and LCFH, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loanloan related-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C18), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C14)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C30), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C28)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Seller regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The the Indemnification Agreement, Agreement duly executed and delivered by the respective parties theretoSeller, the Purchaser and each of SSBI, Greenwich Capital, CSFB, J.P. Morgan and Wachovia Securities.
(c) the ▇▇▇▇▇▇▇ ▇▇▇ Servicing Agreement duly executed and delivered by SBMS VII, the Master Servicer, the Special Servicer and the Trustee;
(iiid) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, SSBI, Greenwich Capital, CSFB, J.P. Morgan, Wachovia Securities and the Rating Agencies (collectively, th▇ "▇▇▇erested Parties") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below;
(ive) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Delaware dated not earlier than 10 days prior to the Closing Date;
(f) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary an executive officer or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each authorized signatory of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viig) A certificate resolutions of BCHI substantially the Seller authorizing the transactions contemplated by this Agreement, which resolutions will be in the form full force and effect, and will not have been rescinded, as of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiih) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISidley Austin Brown & Wood, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of as special counsel for the Mortgage Loan Seller Seller, substantially ▇▇ ▇▇▇ ▇▇▇▇ of ▇▇▇ibit D-3A hereto (with any modifications required by any Rating Agency, and BCHIsubject to such reasonable assumptions, dated the Closing Date qualifications and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special limitations as may be requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Preliminary ProspectusPooling and Servicing Agreement and each of the other Interested Parties;
(i) and the Initial Purchasers such other written opinions as may be required by either Rating Agency (only with respect including, without limitation, a favorable opinion as to the Preliminary Private Placement Memorandum"true sale" characterization of the transfer of the Mortgage Loans contemplated by this Agreement);
(j) a written letter of Sidley Austin Brown & Wood, as special counsel to the Seller, substantially ▇▇ ▇▇▇ ▇▇▇▇ of ▇▇▇▇bit D-3B, relating to the information disclosure in the Prospectus regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan SellerAMCC, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) Purchaser and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions each of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and (except for the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;Rating Agencies); and
(xiiik) One one or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants' comfort letters, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed toaddressed, and in form and substance acceptable toreasonably acceptable, the Interested Parties (other than the Rating Agencies)to SSBI, stating in effect thatGreenwich Capital, using the assumptions CSFB, J.P. Morgan and methodology used by the Mortgage Loan SellerWachovia Securities, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents relating to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage rega▇▇▇▇▇ ▇▇▇ ▇ortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth contained in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirestatistical nature.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Salomon Brothers Mortgage Securities Vii Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementExhibit D-3 hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(ixvii) A a written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the enforceability Pooling and Servicing Agreement, which opinion shall be substantially in the form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-4 hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xviii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof.
(ix) a letter from Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of Exhibit D-5 hereto;
(xiiix) One one or more agreed-upon procedures comfort letters from a nationally recognized firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse First Boston Mortgage Sec Corp 2001-Ck6)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2019-C49)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(413(a) (41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c34)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFBC, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Lynch, SSBI and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than thirty (30) 20 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency);
(ixvii) A a written opinion of Phillips, Lytle, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xviii) A letter from a written opinion of ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3C hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingrequired by either Rating Agency);
(xiix) A a letter from ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Mortgage Loan Seller, which letter shall be substantially in the form of Exhibit D-3D hereto;
(x) one or more comfort letters from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants, dated the Closing Date date of any preliminary Prospectus Supplement and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies)CSFB Mortgage Securities, CSFBC, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, SSBI and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse Fr Bs Mor Sec Cp Com Mor Ps Th Ce Ser 2001-Ck1)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of L▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of L▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of L▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of L▇ ▇▇▇▇ on L▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-P2)
Closing Documents. (a) The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicablefollowing, and upon which such Interested Parties may rely:can only be waived and modified by mutual consent of the parties hereto;
(ib) This Agreement, duly executed and delivered by the PurchaserPurchaser and the Seller, and the Mortgage Loan Seller Pooling and BCHI;
(ii) The Indemnification Servicing Agreement, duly executed and delivered by the respective Purchaser and all the other parties thereto;; and
(iiic) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, A-1 executed by the Secretary or an assistant secretary authorized officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Banc of America, Merrill Lynch, SSB and BACM may rely, attaching thereto as exhibits the organizational ▇▇▇ ▇▇▇a▇▇▇▇▇ional documents of the Mortgage Loan Seller;; and
(ivd) Certificate of good standing regarding the Seller from the Comptroller of Currency dated not earlier than 30 days prior to the Closing Date; and
(e) A Secretary’s Certificate certificate of the Seller respectively substantially in the form of Exhibit D-2 A-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, Banc of America, SSB and Merrill Lynch may rely, attaching thereto as exhibits the organizational documents of BCHI;; and
(vf) A certificate of good standing with respect to each of One or more written opi▇▇▇▇▇ ▇f ▇▇▇▇sel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller in substantially in the form of set forth in Exhibit D-3 hereto, executed A-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed each as reasonably acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Banc of America, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumSSB, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage LoansMerrill Lynch, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;Trustees and each Rating Agency; and
(xi▇) A letter from special ▇▇y ▇▇▇▇r opinions of counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered reasonably requested by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, including, but not limited to, with respect to duly executed by the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;respective parties thereto; and
(xiiij) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable toto the Purchaser, the Interested Parties (other than the Rating Agencies)Banc of America, SSB, Merrill Lynch, BCRF and PMCF stating in effect that, using the assumptions and methodology assum▇▇▇▇▇▇ a▇▇ ▇▇thodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiivi) A written opinion of in-house or independent counsel for to the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency);
(ixvii) A written opinion of special counsel for Cadwalader, Wickersham & Taft, specia▇ ▇▇▇nse▇ ▇▇r the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xviii) A letter from special counsel for written opinion of Cadwalader, Wickersham & Taft, specia▇ ▇▇▇nse▇ ▇▇r the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3C hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingrequired by either Rating Agency);
(xiix) A letter from special counsel Cadwalader, Wickersham & Taft, specia▇ ▇▇▇▇▇▇▇ for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, Interested Parties (other than the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement MemorandumRating Agencies), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light form of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3D hereto;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial PurchasersArthur Andersen LLP, cert▇▇▇▇▇ ▇▇▇▇ic accountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies)CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Ser 2001-Ck3)
Closing Documents. The Purchaser or its designee Company shall have received delivered or ordered to be delivered to such Purchaser all of the following Closing Documents, documents in form and substance satisfactory to such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This this Agreement, duly completed and executed by the Purchaser, the Mortgage Loan Seller and BCHICompany;
(ii) The Indemnification Agreementa legal opinion of Company Counsel, duly executed by in the respective parties theretoform of EXHIBIT C attached hereto;
(iii) A Secretary’s Certificate substantially in a letter to American Stock Transfer, Inc. ("American Stock"), transfer agent for the form of Exhibit D-1 heretoCommon Stock, executed by the Secretary or an assistant secretary Company and in form reasonably satisfactory to the Purchaser instructing American Stock to issue the number of Shares equal to such Purchaser's Subscription Amount divided by the Mortgage Loan SellerPer Share Purchase Price, registered in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents name of the Mortgage Loan Sellersuch Purchaser;
(iv) A Secretary’s Certificate substantially a Warrant registered in the form name of Exhibit D-2 heretosuch Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser's Shares, executed by the Secretary or with an assistant secretary of BCHIexercise price equal to $0.45, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIsubject to adjustment therein;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller Registration Rights Agreement, duly completed and BCHI issued executed by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may relyCompany;
(vi) A certificate a copy of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer Charter Documents and Bylaws of the Mortgage Loan Seller on Company certified by the Mortgage Loan Seller’s behalf and dated Secretary or Assistant Secretary of the Company as of the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate copies of BCHI substantially in the form resolutions duly adopted by the Board authorizing the execution, delivery and performance by the Company of Exhibit D-4 heretothis Agreement and each of the other agreements, executed by an authorized officer of BCHI on BCHI’s behalf instruments and dated documents contemplated hereby to which the Closing DateCompany is a party, and upon which the Interested Parties may relyconsummation of all of the other Transactions, certified as of each Closing Date by the President or Secretary of the Company;
(viii) A written opinion a certificate dated as of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date from the President and addressed Secretary, as officers of the Company, stating that the conditions specified in this SECTION 3.1 have been fully satisfied or waived by such Purchhaser with respect to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreementits purchase;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Propertieslock-up agreement, in the light form of the circumstances under which they were madeEXHIBIT B attached hereto, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that executed by (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or containsDavid Savitsky, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, Stephen Savitsky and (Bc) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters any ▇▇▇▇▇▇▇▇▇▇ or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth af▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Capital who participate in the Master Tape offering, whereby each of them agrees to lock-up its shares of Common Stock for a period ending 60 days after the Mandatory Registration Statement (as defined in the Indemnification Registration Rights Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actis declared effective; and
(xvx) Such further certificates, opinions and such other documents as relating to the Transactions contemplated by this Agreement that such Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Common Stock and Warrant Purchase Agreement (Atc Healthcare Inc /De/)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 EXHIBIT D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the Interested Parties other Underwriters and the Rating Agencies (collectively, for purposes of this SECTION 7, the "INTERESTED PARTIES") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State Currency or the Office of Delaware Thrift Supervision of the U.S. Department of the Treasury not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 EXHIBIT D-1B hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementEXHIBIT D-2A hereto;
(ixvii) A a written opinion of Phillips, Lytle, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the enforceability Pooling and Servicing Agreement, which opinion shall be substantially in the form of this Agreement against the Mortgage Loan Seller and BCHIEXHIBIT D-2B hereto;
(xviii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiiix) One a letter from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of EXHIBIT D-2C hereto;
(x) one or more agreed-upon procedures comfort letters from a nationally recognized firm of PricewaterhouseCoopers LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-5c33)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iviii) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of regarding the Mortgage Loan Seller and BCHI issued by from the Secretary of State of for the State of Delaware New York, dated not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viiv) A a certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 C-2 hereto, executed by an executive officer or authorized officer signatory of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely;
(viiv) A certificate of BCHI substantially in a form reasonably acceptable to counsel for the form of Exhibit D-4 heretoPurchaser, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to between GMAC Commercial Mortgage Corporation ("GMACCM") and the Mortgage Loan Seller or (the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this "Supplemental Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies"), stating in effect that, using the assumptions duly executed and methodology used delivered by GMACCM and the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Seller regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Without limiting the generality of Section 8 hereof, the closing shall have received all be subject to delivery of each of the following documents:
(a) An Officers' Certificate of the Seller, dated the Closing DocumentsDate, in such forms as are agreed upon and acceptable to which the Originator, the Purchaser, Financial Security Assurance, Inc. ("FSA") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties "Underwriter") may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 1 hereto, executed by the Secretary or an assistant secretary and attached thereto copies of the Mortgage Loan certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California;
(b) An Officers' Certificate of the Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Originator, the Purchaser, FSA and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 2 hereto, executed with respect to certain facts regarding the sale of the Mortgage Loans by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated Seller to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIPurchaser;
(vc) A certificate An Opinion of good standing with respect to each Counsel of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Originator, the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) FSA and the Initial Purchasers Underwriter, substantially in the form attached hereto as Exhibit 3;
(only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections d) An Officer's Certificate of the Preliminary Prospectus and in Originator, dated the Preliminary Private Placement Memorandum (as Closing Date, upon which the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage LoansSeller, the related borrowers or Purchaser, FSA and the related Mortgaged PropertiesUnderwriter may rely, in the light form of Exhibit 4 hereto, and attached thereto copies of the circumstances certificate of incorporation, by-laws and certificate of good standing of the Originator under which they were made, not misleadingthe laws of its state of incorporation;
(xie) A letter from special counsel for An opinion of Counsel of the Mortgage Loan SellerOriginator, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, FSA and the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth Underwriter substantially in the Master Tape (form attached hereto as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculationsExhibit 5;
(xivf) If any Such opinions of counsel as the Certificates are “mortgage related securities” within Rating Agencies or the meaning of Trustee may request in connection with the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement;
(g) A letter from KPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified originators procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in Section 3(a)(41the Depositor's Prospectus Supplement, dated December 18, 1998 under the captions "Summary--The Mortgage Loans," "Risk Factors," "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Exchange ActSeller and the information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Pooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Master Servicer; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Salom BRS MRT Sec Vii Call FLT Rt Mt Ps Th Cer Ser 1998 Nc5)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware Delaware, not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-1B hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate written opinions of BCHI substantially in the form of Exhibit D-4 hereto▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution which opinions shall be substantially in the form of Exhibit D-2A and delivery of this Agreement and the Indemnification AgreementExhibit D-2B, respectively, hereto;
(ixvii) A written opinion of a letter from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserCSFB Mortgage Securities, the Underwriters (only with respect to the Preliminary Prospectus) CSFB Corporation and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)other Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which letter shall be substantially in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions form of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingExhibit D-2C hereto;
(xiviii) A letter one or more comfort letters from special counsel for the Mortgage Loan Seller▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants, dated the Closing Date date of any preliminary Prospectus Supplement and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
calculations (xiv) If any the Purchaser acknowledges receipt and satisfactory review of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actsuch letters); and
(xvix) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass THR Cert Ser 2001-Ckn5)
Closing Documents. The Purchaser Loan Parties will have delivered or its designee shall have received caused to be delivered to Agent all of the following Closing Documents, documents in such forms as are agreed upon form and acceptable substance satisfactory to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyAgent:
(i) This Agreementtwo or more Senior Term B Notes evidencing the Senior Term Loan B (as designated by Agent and Purchasers pursuant to Section 2.1 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Purchaser, the Mortgage Loan Seller and BCHIParties;
(ii) The Indemnification Agreementone or more Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.2 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the respective parties theretoLoan Parties;
(iii) one or more Revolving Notes evidencing the Revolving Loans (as designated by Agent and Purchasers pursuant to Section 2.3 and Annex A Secretary’s Certificate substantially hereof) in the form of Exhibit D-1 heretomaximum amounts as set forth herein, duly completed and executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerParties;
(iv) A Secretary’s Certificate substantially in the form certificates of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and good standing dated not more than 10 days prior to the Closing DateDate for each of the Loan Parties and Topco issued by their respective jurisdictions of organization and each jurisdiction where it is qualified to operate as a foreign corporation, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIor its equivalent;
(v) A certificate a copy of good standing with respect to the Charter Documents of each of the Mortgage Loan Seller Parties and BCHI issued Topco, certified by the Secretary of State appropriate governmental official of the State jurisdiction of Delaware its organization as of a date not earlier more than thirty (30) 10 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate a copy of the Mortgage Loan Seller substantially in the form By-laws of Exhibit D-3 hereto, executed by an authorized officer each of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf Parties and dated Topco, certified as of the Closing DateDate by the secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Party and upon which the Interested Parties may relyTopco;
(vii) A a certificate of BCHI substantially in the form secretary or assistant secretary, manager or general partner of Exhibit D-4 heretoeach of the Loan Parties and Topco, executed certifying as to the names and true signatures of the officers or other authorized person of the respective Loan Party and Topco authorized to sign this Agreement and the other documents to be delivered by an authorized officer of BCHI on BCHI’s behalf the respective Loan Party and dated the Closing Date, and upon which the Interested Parties may relyTopco hereunder;
(viii) A written opinion copies of in-house or independent counsel for the Mortgage resolutions duly adopted by each Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan SellerParty’s and BCHITopco’s due authorizationboard of directors, execution general partners, board of managers or other governing body, authorizing the execution, delivery and delivery performance by the respective Loan Party and Topco of this Agreement and each of the Indemnification Agreementother agreements, instruments and documents contemplated hereby to which the respective Loan Party and Topco is a party to, and the consummation of all of the other Transactions, certified as of the Closing Date by the secretary, assistant secretary, manager or general partner of the respective Loan Party and Topco;
(ix) A written opinion a certificate dated as of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to from an officer, general partner or manager of each of the Interested Parties and Synodys Companies stating that the Trustee, relating to the enforceability of conditions specified in this Agreement against the Mortgage Loan Seller and BCHISection 4.1 have been fully satisfied or waived by Agent;
(x) A letter from special counsel for certificates of insurance evidencing the Mortgage Loan Seller, dated existence of all insurance required to be maintained by the Closing Date and addressed Synodys Companies pursuant to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement MemorandumSection 7.1(c), relating to and Agent shall be satisfied with the information regarding the Mortgage Loans set forth in agreed upon sections type and extent of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingcoverage;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed copies of all material leases to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions which any of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of Parties is a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;party to; and
(xii) Copies of all such other opinions rendered by counsel for the Mortgage Loan Seller documents relating to the Rating Agencies in connection with the transactions Transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder Agreement as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee Agent or accompanied by a letter signed by such its counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Note and Equity Purchase Agreement (Mirion Technologies, Inc.)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c27)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-C33)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(ivc) A Secretary’s Certificate certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date;
(d) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary managing member of BCHI, in his or her individual capacity, the Seller and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to Purchaser and each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties Underwriter may rely;
(vie) A certificate written opinion of counsel for the Mortgage Loan Seller Seller, substantially in the form of Exhibit D-3 hereto, executed D- 3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIacceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Interested Parties Purchaser and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreementeach Underwriter;
(ixf) A written opinion Any other opinions of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered reasonably requested by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization issuance of the transfer Certificates, each of which shall include the Mortgage Loans hereunder Purchaser and each Underwriter as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereofan addressee;
(xiiig) One or more agreed-upon procedures letters from a nationally recognized firm A guaranty agreement substantially in the form of certified public accountants acceptable to Exhibit E hereto (the Underwriters "Guaranty Agreement") duly executed and delivered by ContiFinancial Corporation (the "Guarantor") in favor of the Purchaser and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents beneficiaries referred to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Acttherein; and
(xvh) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Agent shall have received all each of the following Closing Documentsdocuments, all of which shall be satisfactory in such forms as are agreed upon form and acceptable substance to the Purchaser, Agent and its counsel and to the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyLenders:
(i) This Agreement, duly executed by certified copies of the Purchaser, articles or certificate of incorporation and bylaws of each Borrower as in effect on the Mortgage Loan Seller and BCHI;Effective Date,
(ii) The Indemnification certified copies of all corporate action, including shareholder approval, if necessary, taken by each Borrower to authorize the execution, delivery and performance of this Agreement, duly executed by the respective parties thereto;Loan Documents, and the borrowings under this Agreement,
(iii) A Secretary’s Certificate certificates of incumbency and specimen signatures with respect to each of the officers of each Borrower authorized to execute and deliver this Agreement and the Loan Documents on behalf of each Borrower or other Person executing any document, certificate or instrument to be delivered in connection with this Agreement or the Loan Documents and, in the case of each Borrower, to request borrowings under this Agreement,
(iv) a certificate evidencing the good standing of each Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact its business as presently conducted,
(v) copies of all financial statements referred to in Section 6.1(o) and meeting the requirements thereof,
(vi) a signed opinion of Gray, ▇▇yton, Kersh, Solomon, Sigmon, Furr & ▇mit▇, ▇.A., counsel for the Borrowers, substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacityC, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent such local counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (Borrowers as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come required, opining as to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies matters in connection with the transactions contemplated by this AgreementAgreement as the Agent or its counsel may reasonably request,
(vii) an opinion of Crow▇ & ▇unl▇▇▇, including▇▇ted the Effective Date (which opinion may be delivered orally on the Effective Date and followed by a signed written opinion promptly thereafter) opining that (A) the Engine Mortgage and the Mortgage Supplement are in due form for recordation by the FAA and have been duly filed for recordation with the FAA, but not limited (B) the Collateral described in the Engine Mortgage and in the Mortgage Supplement is free and clear of all Liens other than the Security Interest, (C) the Security Interest in all Engine Inventory is a perfected, first priority Security Interest, (D) no filings or recordings (other than the above described filings with the FAA) are necessary to perfect the Security Interest in any jurisdiction within the United States, and (E) no authorization, approval, consent, license, or order of, registration with, or giving of notice to, the FAA Engines Registry is required for the valid authorization, delivery or performance of the Engine Mortgage and any Mortgage Supplement except for such authorizations, approvals, consents, licenses, orders, registrations and notices as have been effected,
(viii) the Financing Statements duly executed and delivered by the Borrowers and acknowledgement copies evidencing the filing of such Financing Statements in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest,
(ix) the Engine Mortgage and the Mortgage Supplement duly executed by each Borrower,
(x) a certification from the principal officers of the Borrowers as to such factual matters as shall be requested by the Agent,
(xi) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral, together with respect loss payable clauses which comply with the terms of Section 8.8 and the Engine Mortgage,
(xii) a certificate of the Financial Officer (or such other officer of AAS as may be acceptable to the characterization Agent) stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement,
(A) all of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion representations and warranties made or deemed to be addressed to the other Interested Parties made under this Agreement are true and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them correct as of the date Effective Date, after giving effect to the Loans to be made at such time and the application of the proceeds thereof;, and
(B) no Default or Event of Default exists,
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm Borrowing Base Certificate, prepared as of certified public accountants acceptable to the Underwriters and the Initial PurchasersMay 24, dated (A) the date 1999, a Schedule of the Preliminary Prospectus and the Preliminary Private Placement MemorandumInventory, prepared as of April 22, 1999, and (B) the date a Schedule of the Prospectus and the Private Placement MemorandumReceivables, respectivelyprepared as of April 30, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;1999,
(xiv) If any solvency certificates, certificates of projection of income and cash flow, and such other certificates as the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; andAgent may require to evidence each Borrower's solvency,
(xv) Such further certificateslandlord's, opinions warehouseman's or mortgagee's waiver and documents consent agreements duly executed on behalf of each landlord, warehouseman or mortgagee, as the Purchaser case may be, of Real Estate and any other real property on which any Collateral is located,
(xvi) Agency Account Agreements, each duly executed by the applicable Borrowers and the Clearing Bank party thereto,
(xvii) the Initial Notice of Borrowing, duly executed by the chief financial officer of AAS,
(xviii) copies of each of the other Loan Documents duly executed by the parties thereto, together with evidence satisfactory to the Agent of the due authorization and binding effect of each such Loan Document on such party, and
(xix) such other documents and instruments as the Agent or any Lender may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Loan and Security Agreement (American Aircarriers Support Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of prior to the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectivelyClosing Date, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c31)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C15)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies At least one (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i1) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days Business Day prior to the Closing Date, Seller shall execute and upon which deposit into escrow with the Interested Parties may rely;Title Insurance Company the following:
(via) A certificate of the Mortgage Loan Seller a special warranty deed (“Deed”) substantially in the form of attached hereto as Exhibit D-3 hereto“A”, executed by an authorized officer sufficient to vest in Buyer title to the Real Property in accordance with this Agreement. The Deed shall describe the Land in accordance with the Survey and, if necessary, the legal description of the Mortgage Loan Seller on Land that appears in Exhibit “A” to the Mortgage Loan Seller’s behalf and dated form of Deed attached hereto as “Exhibit “A” shall be revised by the parties prior to Closing Date, and upon which to reflect the Interested Parties may relylegal description in the Survey;
(viib) A certificate a ▇▇▇▇ of BCHI Sale (“▇▇▇▇ of Sale”), substantially in the form of attached hereto as Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely“B”;
(viiic) A written opinion an Assignment and Assumption of in-house or independent counsel for Contracts (“Assignment of Contracts”), substantially in the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreementform attached hereto as Exhibit “C”;
(ixd) A written opinion an Assignment and Assumption of special counsel for Leases (“Assignment of Leases”), substantially in the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIform attached hereto as Exhibit “D”;
(xe) A letter from special counsel a General Assignment (“General Assignment”), substantially in the form attached hereto as Exhibit “E”;
(f) a FIRPTA Affidavit, substantially in the form attached hereto as Exhibit “F”;
(g) a duly executed counterpart of an agreement designating the Title Insurance Company as the “Reporting Person” for the Mortgage Loan Seller, dated transaction contemplated hereby pursuant to Section 6045(e) of the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Internal Revenue Code and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)regulations promulgated thereunder, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and substantially in the Preliminary Private Placement Memorandum form attached hereto as Exhibit “G”;
(as h) all documents required by the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact Title Insurance Company which are reasonably necessary in order for the Title Insurance Company to make issue the statements therein relating Title Insurance Policy to Buyer in accordance with this Agreement, including without limitation the Mortgage Loan Seller or seller’s affidavit prepared by the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingTitle Insurance Company;
(xii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions a termination of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan management agreement between Seller and the Mortgage Loans, the related borrowers manager or the related Mortgaged Properties, the agreed upon portions managers of the Prospectus are appropriately responsive Property in all material respects form reasonably satisfactory to the applicable requirements of Regulation AB;Buyer; and
(xiij) Copies (j) a duly executed counterpart of all other opinions rendered such certificates, disclosures and reports as are required by counsel for the Mortgage Loan Seller to the Rating Agencies applicable state and local law in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization conveyance of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireProperty.
Appears in 1 contract
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe Additional Party;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which PSSFC, ▇▇▇▇▇▇▇ ▇▇▇▇▇, SSBI and the Rating Agencies (collectively, the "Interested Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Seller;
(iv) An Officer's Certificate substantially in the form of Exhibit D-1B hereto, executed by the Secretary or an assistant secretary of the Additional Party, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Additional Party authorizing the Additional Party's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIAdditional Party;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of good standing with respect to the Mortgage Loan Seller substantially in Additional Party issued by the form Secretary of Exhibit D-3 hereto, executed by an authorized officer State of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated State of Delaware not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate Certificate of BCHI the Seller substantially in the form of Exhibit D-4 D-2A hereto, executed by an authorized executive officer of BCHI the Seller on BCHI’s the Seller's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A Certificate of the Additional Party substantially in the form of Exhibit D-2B hereto, executed by an executive officer of the Additional Party on the Additional Party's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(ix) The written opinion opinions of in-house or independent counsel for each of the Mortgage Loan Seller and BCHIthe Additional Party, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinions shall be substantially in the Mortgage Loan Seller’s respective forms of Exhibits D-3A and BCHI’s due authorizationD-3B hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency);
(ixx) A written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Mortgage Loan Seller and BCHIthe Additional Party, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3C hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xxi) A letter from written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3D hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandumrequired by either Rating Agency), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures comfort letters from a nationally recognized firm of PriceWaterhouse Coopers, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicablePSSFC, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Prudential Securities Sec Fin Corp Mor Pas THR Cer 2001-C1)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documentsfollowing:
(a) this Agreement duly executed and delivered by the Purchaser and the Seller;
(b) the Indemnification Agreement duly executed and delivered by the Seller, in such forms as are agreed upon and acceptable to the Purchaser, SSBI, MII, CSFB and Merrill Lynch.
(c) the UnderwritersPooling and Servicing Agreement duly ▇▇▇▇▇▇▇d ▇▇▇ delivered by SBMS VII, the Initial Purchasers Master Servicer, the Special Servicer and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHITrustee;
(iid) The Indemnification Agreement, the Column Performance Guarantee duly executed and delivered by the respective parties theretoColumn Performance Guarantor;
(iiie) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which SBMS VII, SSBI, MII, CSFB, Merrill Lynch and the Interested Parties Rating Agencies (collectively, the "Interest▇▇ ▇▇▇▇i▇▇") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below;
(ivf) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Delaware dated not earlier than 30 days prior to the Closing Date;
(g) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary an executive officer or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each authorized signatory of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viih) A certificate resolutions of BCHI the Seller authorizing the specific transactions or transactions of the type contemplated by this Agreement, which resolutions will be in full force and effect, and will not have been rescinded, as of the Closing Date;
(i) a written opinion of counsel for the Seller, which may be delivered by in-house counsel, substantially in the form of Exhibit D-4 hereto, executed D-3A hereto (with any modifications required by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIeither Rating Agency), dated the Closing Date and addressed to SBMS VII, each of the Interested Parties and the Trustee, relating other parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorization, execution and delivery of this Servicing Agreement and each of the Indemnification Agreementother Interested Parties;
(ixj) A a written opinion of Cadwalader, Wickersham & Taft, as special counsel for the Mortgage Loan Seller and BCHISeller, substantiall▇ ▇▇ ▇▇▇ ▇orm ▇▇ Exhibit D-3B hereto (with any modifications required by either Rating Agency), dated the Closing Date and addressed to SBMS VII, each of the other parties to the Pooling and Servicing Agreement and each of the other Interested Parties and Parties;
(k) such other written opinions as may be required by either Rating Agency (including, without limitation, a favorable opinion as to the Trustee"true sale" characterization of the transfer of the Mortgage Loans contemplated by this Agreement);
(l) a written letter of Cadwalader, Wickersham & Taft, as special counsel to the Seller, substantially ▇▇ ▇▇▇ ▇▇rm ▇▇ ▇xhibit D-3C hereto, relating to the enforceability of this Agreement against disclosure in the Prospectus regarding the Mortgage Loan Seller Loans and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerColumn, dated the Closing Date and addressed to the PurchaserSSBI, the Underwriters MII, CSFB and Merrill Lynch;
(only m) with respect to the Preliminary ProspectusLoan REMIC, the relat▇▇ ▇▇▇▇ ▇▇▇▇▇ Declaration and a written opinion of counsel for the Seller, addressed to the Interested Parties, to the effect that, assuming the election required by Section 860D(b) of the Code is properly made, such Loan REMIC will qualify for treatment as a REMIC for federal income tax purposes;
(n) such opinions regarding the Column Performance Guarantee and the Initial Purchasers Column Performance Guarantor as the Purchaser may reasonably request;
(only with respect o) one or more accountants' comfort letters, addressed, and in form and substance reasonably acceptable, to the Preliminary Private Placement Memorandum)SBMS VII, SSBI, MII, CSFB and Merrill Lynch, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth ▇▇▇▇▇ ▇o▇▇▇▇▇ed in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actstatistical nature; and
(xvp) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Cert Series 2002-Key2)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c29)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILC Guarantor;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, LC Guarantor in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHILC Guarantor;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI LC Guarantor issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI LC Guarantor substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI LC Guarantor on BCHILC Guarantor’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILC Guarantor, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILC Guarantor, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILC Guarantor;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C28)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary Assistant Secretary of the Mortgage Loan Seller, in his or her individual capacitycapacity on behalf of the Seller, and dated the Closing Date, and upon which the Depositor, Credit Suisse Securities, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware California not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate a written opinion or opinions of BCHI substantially in counsel for the form of Exhibit D-4 hereto, executed by Seller (which may include an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIcounsel), dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution which opinion shall be in form reasonably acceptable to the Purchaser and delivery of this Agreement shall cover such corporate and other matters as shall be reasonably required by the Indemnification AgreementPurchaser;
(ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIone or more comfort letters from Ernst & Young LLP, certified public accountants, dated the Closing Date date of any preliminary Prospectus Supplement and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (Depositor, Credit Suisse Securities, the other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableDepositor, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xivviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require;
(ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and
(x) such other certificates of the Purchaser's officers, such opinions of the Purchaser's counsel (which may include in-house counsel) and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller or its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse Commercial Mortgage Trust, Series 2007-C1)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 EXHIBIT D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the Interested Parties other Underwriters and the Rating Agencies (collectively, for purposes of this SECTION 7, the "INTERESTED PARTIES") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 EXHIBIT D-1B hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementEXHIBIT D-2A hereto;
(ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiiviii) One a letter from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of EXHIBIT D-2B hereto;
(ix) one or more agreed-upon procedures comfort letters from a nationally recognized firm of PricewaterhouseCoopers LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvx) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The the Indemnification Agreement, Agreement duly executed and delivered by the respective parties theretoSeller, the Purchaser and each of SSBI, Greenwich Capital, CSFB, J.P. Morgan and Wachovia Securities.
(c) the Pooling a▇▇ ▇▇▇▇▇▇▇▇g Agreement duly executed and delivered by SBMS VII, the Master Servicer, the Special Servicer and the Trustee;
(iiid) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, SSBI, Greenwich Capital, CSFB, J.P. Morgan, Wachovia Securities and the Rating Agencies (collectivel▇, ▇▇▇ "▇▇▇erested Parties") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below;
(ive) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Maryland dated not earlier than 10 days prior to the Closing Date;
(f) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary an executive officer or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each authorized signatory of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viig) A certificate resolutions of BCHI substantially the Seller authorizing the transactions contemplated by this Agreement, which resolutions will be in the form full force and effect, and will not have been rescinded, as of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiih) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIKilpatrick Stockton LLP, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of as special counsel for the Mortgage Loan Seller Seller, substanti▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ Exhibit D-3A hereto (with any modifications required by any Rating Agency, and BCHIsubject to such reasonable assumptions, dated the Closing Date qualifications and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special limitations as may be requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Preliminary Prospectus) Pooling and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections Servicing Agreement and each of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingother Interested Parties;
(xii) A letter from a written opinion of Kilpatrick Stockton LLP, as special counsel for the Mortgage Loan Seller, substanti▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ Exhibit D-3B hereto (with any modifications required by any Rating Agency, and subject to such reasonable assumptions, qualifications and limitations as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Prospectus) Pooling and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions Servicing Agreement and each of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABother Interested Parties;
(xiij) Copies of all such other written opinions rendered as may be required by counsel for the Mortgage Loan Seller either Rating Agency (including, without limitation, a favorable opinion as to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the "true sale" characterization of the transfer of the Mortgage Loans hereunder Loan contemplated by this Agreement);
(k) a written letter of Sutherland Asbill & Brennan LLP, as a true salespecial counsel to the Seller, with each such opinion su▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇e F▇▇▇ ▇▇ Exhibit D-3C, relating to be the disclosure in the Prospectus regarding the Mortgage Loan and Allied, dated the Closing Date and addressed to the Purchaser and each of the other Interested Parties and (except for the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;Rating Agencies); and
(xiiil) One one or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants' comfort letters, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed toaddressed, and in form and substance acceptable toreasonably acceptable, the Interested Parties (other than the Rating Agencies)to SSBI, stating in effect thatGreenwich Capital, using the assumptions CSFB, J.P. Morgan and methodology used by the Mortgage Loan SellerWachovia Securities, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents relating to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage rega▇▇▇▇▇ ▇▇▇ ▇ortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth contained in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirestatistical nature.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Salomon Brothers Mortgage Securities Vii Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, Agreement duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary executive officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser, the Underwriter, their affiliates, the [Trustee][Indenture Trustee, the Owner Trustee, the General Administrator,] the Securityholders (collectively, for purposes of this Section 6, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the organizational documents resolutions of the Mortgage Loan board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the certificate of incorporation and by-laws of the Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(viii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware _______________ not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viiv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiv) A certificate written opinion of BCHI _______________, counsel for the Seller, substantially in the form of Exhibit D-4 D-3 hereto, executed with any modifications required by an authorized officer of BCHI on BCHI’s behalf and dated any rating agency (each, a "Rating Agency") identified in the Closing Date, and upon which the Interested Parties may rely;
Prospectus (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Selleras defined below), dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to Underwriter, the Preliminary Prospectus) [Trustee][Indenture Trustee and the Initial Purchasers (only Owner Trustee] and, if requested thereby, each Rating Agency, together with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (such other written opinions as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, required by any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActAgency; and
(xvvi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Criimi Mae CMBS Corp)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Seller regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2019-C3)
Closing Documents. The Purchaser (a) At the Closing, Sellers shall execute and deliver, or its designee shall have received all of cause to be executed and delivered, the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, Certificates evidencing the Stock which shall have been properly endorsed for transfer or accompanied by duly executed by the stock powers, in either case executed in blank in favor of Purchaser, as Purchaser may have directed prior to the Mortgage Loan Seller and BCHIClosing, with signatures notarized;
(ii) The Indemnification Agreement, Stock Pledge Agreement duly executed by each of the respective parties theretoSellers and dated the Closing Date;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, The Restrictive Covenant Agreement duly executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, ▇▇▇▇▇▇▇ and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in The Transfer Station Lease, the form Purchase Option, the Memorandum of Exhibit D-2 heretoLease and the Memorandum of Purchase Option, each duly executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Landlord and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) All consents or approvals required from any Governmental Entity or other Person to enable Sellers to consummate the transactions contemplated by this Agreement, as set forth on SCHEDULE 9.5;
(vi) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by from the Secretary of State of the State of Delaware New York dated not earlier more than thirty ten (3010) days prior to the Closing Date, as to the legal existence and upon which good standing of ECCO under the Interested Parties may rely;
(vi) A certificate laws of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may relysuch state;
(vii) A certificate from the Secretary of BCHI substantially State of New Jersey dated not more than ten (10) days prior to the Closing Date, as to the legal existence and good standing of ECCO as a foreign corporation under the laws of such state;
(viii) The original minute books and stock record books of ECCO, to the extent available; all original promissory notes, agreements, instruments, certificates of title and other documents, files and records of ECCO (all of which will be deemed delivered at the office of ECCO);
(ix) The closing certificate referred to in the form of Exhibit D-4 heretoParagraph 8.4 herein, duly executed by an authorized officer of BCHI on BCHI’s behalf the Sellers and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for The resignations of all of the Mortgage Loan Sellerdirectors and officers of ECCO, duly executed by each such Person and dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingDate;
(xi) A letter from special counsel for the Mortgage Loan Stock powers, executed by each Seller, dated the Closing Date and addressed in blank, for his shares of Purchaser's Stock, which stock powers will be delivered to ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP to be held pursuant to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions terms of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABStock Pledge Agreement;
(xii) Copies of all other opinions rendered General Releases executed by counsel for each Seller in the Mortgage Loan Seller to form annexed hereto as EXHIBIT "I" dated the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereofClosing Date;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used The Escrow Agreement executed by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth each Seller in the Master Tape (form annexed hereto as defined in EXHIBIT "M" dated the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculationsClosing Date;
(xiv) If any The Authorization of Sellers' Agent, executed by each Seller in the Certificates are “mortgage related securities” within form annexed hereto as EXHIBIT "N" dated the meaning Closing Date;
(xv) The Schedules of Existing Obligations and Existing Accounts Receivable referred to in Paragraph 2.6, dated as close to the Secondary Mortgage Market Enhancement Act Closing Date as practicable with a certification from each Seller and the chief financial officer or the President of 1984ECCO to the best knowledge of such certifying person that such statement is true, as amended, a certificate of complete and correct and presents fairly the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actinformation contained therein; and
(xvxvi) Such further certificatesOn behalf of the Delbroccolo Estate, opinions letters testamentary, New York State Tax Lien Waivers and documents as an affidavit from the Executrix of the Delbroccolo Estate to the effect that, at the time of his death, ▇▇▇▇▇▇▇ Delbroccolo, Sr. was a domiciliary of the State of New York.
(b) On the Closing Date, Purchaser may reasonably request or any Rating Agency may require.shall deliver the following to the Sellers:
Appears in 1 contract
Closing Documents. The Purchaser or its designee (a) At the Closing, Sellers shall have received deliver to Buyer all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreementa certificate of each Seller that all appropriate action authorizing the execution, performance and delivery of this Agreement has been taken;
(ii) a copy of each instrument pursuant to which a Governmental Authority or other person consents to the transfer of the Franchise which it issued, substantially in the form of EXHIBIT B;
(iii) wire transfer instructions for the Purchase Price and a receipt, substantially in the form of EXHIBIT E, for the Purchase Price;
(iv) a bill ▇▇ sale, substantially in the form of EXHIBIT F;
(v) for each parcel of Real Property a deed in the form customarily used in the jurisdiction where the real property is located;
(vi) Certification of Nonforeign Status for each Seller pursuant to section 1.1445-2(b)(2) of the United States Treasury Income Tax Regulations, substantially in the form of EXHIBIT G;
(vii) for each lease of real property listed on SCHEDULE 3.13 for which a consent is required, an assignment, assumption and consent, if required, substantially in the form of EXHIBIT C, duly executed by the Purchaser, the Mortgage Loan relevant Seller and BCHIthe third party, if any, whose consent is required for the assignment of such lease;
(iiviii) The Indemnification Agreementfor each Contract the assignment of which requires a Required Consent, an assignment, assumption and consent substantially in the form of EXHIBIT D, duly executed by the respective parties theretorelevant Seller and the third party to such Contract;
(iiiix) A Secretary’s Certificate documents of title for any motor vehicles included within the Assets;
(x) a certificate of each Seller, substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and EXHIBIT H;
(xi) a written opinion dated the Closing Date, and upon which the Interested Parties may relyfrom Pillsbury Madison & Sutro LLP, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially counsel to Sellers, in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto annexed hereto as exhibits the organizational documents of BCHIEXHIBIT I;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Asset Purchase Agreement (Northland Cable Properties Six LTD Partnership)
Closing Documents. The Subject to the provisions of this Agreement, the parties shall deliver the following documents to Escrow Agent, unless otherwise specified, all in form and substance reasonably satisfactory to Seller and Purchaser or its designee shall have received and all dated as of the following Closing Date (the “Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as prior to or at the Closing:
(a) Seller shall deliver, or cause to be delivered, the following original executed and acknowledged (where applicable, ) Closing Documents and upon which such Interested Parties may relyother items:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller bargain and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate sale deeds substantially in the form of Exhibit D-1 hereto, executed by A-1 and Exhibit A-2 (collectively the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller“Deeds”);
(ivii) A Secretary’s Certificate an Assignment and Assumption of ▇▇▇▇▇▇▇▇▇, substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIB-1;
(viii) A certificate of good standing with respect to each an Assignment and Assumption of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateExisting NBC Lease, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 heretoB-2;
(iv) a certification of non-foreign status as set forth in Treasury Regulation §1.1445-2(b), executed by an authorized officer each transferor of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Datea United States real property interest (as defined in Code section 897(c)), and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 heretoC;
(v) a ▇▇▇▇ of sale for the Building Equipment and certain other Transferred Assets substantially in the form of Exhibit D;
(vi) an assignment and assumption agreement relating to the Assigned Contracts and any assignable Permits, if any, substantially in the form of Exhibit E;
(vii) a New York City Real Property Transfer Tax Return (Form NYC-RPT) and New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate and Certification of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584), each duly executed by an authorized officer Seller, together with the payment of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may relyany amounts payable by Seller pursuant to Section 9.01 hereof;
(viii) A written opinion a certificate evidencing the good standing of in-house Seller under the laws of the State of Delaware and authority to do business in the State of New York;
(ix) a certificate substantially in the form of Exhibit F, signed by a duly authorized representative of Seller, to the effect that the conditions set forth in Section 8.01(a) and Section 8.01(b) have been satisfied by Seller;
(x) an owner’s title affidavit in favor of the Title Company in the form of Exhibit G;
(xi) a certificate evidencing (A) approval by the Seller or independent counsel for other appropriate trust action approving of the Mortgage Loan Seller transactions contemplated hereby and BCHI, dated (B) the authority of the Person(s) executing this Agreement and Seller’s Closing Documents on behalf of Seller;
(xii) a closing statement (the “Closing Statement”) listing the apportionments made at the Closing Date and addressed as provided herein;
(xiii) notice to the Interested Parties Condominium regarding Seller’s conveyance to Purchaser of the Transferred Assets and succession of Purchaser to Seller’s interest under the TrusteeCondominium Documents with respect to the Premises, as well as a change of notice address for Purchaser with respect to the Premises;
(xiv) such agreements with the ▇▇▇ or amendments to the ▇▇▇▇▇▇▇▇▇, PILOT Agreement, NBC-▇▇▇ Lease and Facilities Lease as are reasonably necessary to consummate the transactions contemplated by this Agreement; and
(xv) all keys to the Premises in Seller’s possession.
(b) Purchaser shall deliver, or cause to be delivered, the following original executed and acknowledged (where applicable) Closing Documents and other items:
(i) the Purchase Price as specified in Section 2.02;
(ii) an Assignment and Assumption of ▇▇▇▇▇▇▇▇▇ substantially in the form of Exhibit B-1;
(iii) an Assignment and Assumption of Existing NBC Lease substantially in the form of Exhibit B-2;
(iv) the assignment and assumption agreement relating to the Assigned Contracts and any assignable Permits, if any, substantially in the form of Exhibit E;
(v) a New York City Real Property Transfer Tax Return (Form NYC-RPT) and New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Loan Seller’s Certificate and BCHI’s due authorizationCertification of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584);
(vi) a certificate evidencing the good standing of Purchaser under the laws of the State of Delaware and authority to do business in the State of New York;
(vii) a certificate substantially in the form of Exhibit F, execution signed by an executive officer of Purchaser, to the effect that the conditions set forth in Section 8.01(a) and delivery of Section 8.01(b) have been satisfied by Purchaser;
(viii) such agreements with the ▇▇▇ or amendments to the ▇▇▇▇▇▇▇▇▇, PILOT Agreement, NBC-▇▇▇ Lease and Facilities Lease as are reasonably necessary to consummate the transactions contemplated by this Agreement and the Indemnification Agreement;
(ix) A written opinion executed waiver by Purchaser of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only certain rights with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape RGI Development Rights (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivDeclaration) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans required by specified originators as set forth in Section 3(a)(417.05(c) of the Exchange ActDeclaration; and
(xvx) Such further certificatesthe Closing Statement.
(c) Escrow Agent shall cause the Deeds to be recorded in the appropriate county, opinions deliver originals or counterpart originals of the Closing Documents to the parties entitled thereto, and documents as duly submit the Purchaser may reasonably request or any Rating Agency may requireTransfer Tax returns and pay all amounts due thereunder.
Appears in 1 contract
Sources: Purchase and Sale Agreement (NBCUniversal Media, LLC)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacitySeller Trustee, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter, the Class X Certificate Purchaser and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(ivc) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties may relyPurchaser, attaching thereto as exhibits each Underwriter, the organizational documents of BCHI;
(v) A certificate of good standing with respect to Class X Certificate Purchaser and each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties Initial Purchaser may rely;
(vid) A certificate written opinions of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating in such form and substance and subject to the Mortgage Loan Seller’s such reasonable assumptions and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, each Underwriter, the Underwriters Class X Certificate Purchaser and each Initial Purchaser;
(only with respect to e) the Preliminary ProspectusSupplemental Agreement, substantially in the form of Exhibit D hereto, dated as of February 2, 1999, between GMAC Commercial Mortgage Corporation ("GMACCM") and the Initial Purchasers (only with respect to Seller, duly executed and delivered by GMACCM and the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingSeller;
(xif) A letter from special counsel for the Mortgage Loan SellerAssignment Agreement, substantially in the form of Exhibit E hereto, dated February 2, 1999, between the Closing Date Seller and addressed to the Purchaser, duly executed and delivered by the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABPurchaser;
(xiig) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth substantially in the Preliminary Prospectus form of Exhibit F hereto, dated as of February 2, 1999, between GMACCM and the Preliminary Private Placement Memorandum▇▇▇▇▇▇ ▇▇▇, Inc., duly executed and set forth in the Prospectus delivered by GMACCM and the Private Placement Memorandum▇▇▇▇▇▇ ▇▇▇, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActInc.; and
(xvh) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(iib) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacitySeller Trustee, and dated the Closing Date, and upon which the Interested Parties Purchaser and each Underwriter and the Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(ivc) A Secretary’s Certificate certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to Purchaser and each of the Mortgage Loan Seller Underwriter and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties each Initial Purchaser may rely;
(vid) A certificate Written opinions of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller Trustee and counsel for the Seller, in such form and substance and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and BCHIacceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Interested Parties Purchaser and the Trustee, relating to the Mortgage Loan Seller’s each Underwriter and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreementeach Initial Purchaser;
(ixe) A written opinion The Supplemental Agreement, substantially in the form of special counsel for the Mortgage Loan Seller and BCHIExhibit D hereto, dated the Closing Date and addressed to the Interested Parties as of August 21, 1998, between GMAC Commercial Mortgage Corporation ("GMACCM" and the TrusteeSeller, relating to duly executed and delivered by GMACCM and the enforceability of this Agreement against the Mortgage Loan Seller and BCHISeller;
(xf) A letter from special counsel for The Assignment Agreement, substantially in the Mortgage Loan Sellerform of Exhibit E hereto, dated August 21, 1998, between the Closing Date Seller and addressed to the Purchaser, duly executed and delivered by the Underwriters (only with respect to the Preliminary Prospectus) Seller and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingPurchaser;
(xig) A letter from special counsel for The Indemnification Agreement, substantially in the Mortgage Loan Sellerform of Exhibit F hereto, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or containsAugust 21, with respect to the Mortgage Loan Seller or the Mortgage Loans1998, the related borrowers or the related Mortgaged Propertiesbetween GMACCM and ▇▇▇▇▇▇ ▇▇▇, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage LoansInc., in the light of the circumstances under which they were madeduly executed and delivered by GMACCM and ▇▇▇▇▇▇ ▇▇▇, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActInc.; and
(xvh) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits exhibits
(A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency);
(ixvii) A written opinion of Phillips, Lytle, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xviii) A letter from written opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3C hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingrequired by either Rating Agency);
(xiix) A letter from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, Interested Parties (other than the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement MemorandumRating Agencies), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light form of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3D hereto;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies)CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Ser 2001-Ck3)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, Agreement duly executed and delivered by the PurchaserCompany, CLF, Bedford, and Prudential, and the Mortgage Loan Seller Pooling and BCHI;
(ii) The Indemnification Agreement, Servicing Agreement duly executed and delivered by the respective Company and the other parties thereto;
(iiib) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 A-1 hereto, executed by the Secretary or an assistant secretary general partner of the Mortgage Loan SellerCLF, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents articles of incorporation, resolutions and by-laws of the Mortgage Loan Sellergeneral partner of CLF;
(ivc) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-2 B-1 hereto, executed by the Secretary or an assistant secretary of BCHIBedford, in his or her individual capacity, and dated the Closing Date, attaching thereto as exhibits the articles of incorporation, resolutions and upon which by-laws of Bedford;
(d) An Officer's Certificate substantially in the Interested Parties may relyform of Exhibit C-1 hereto, executed by Prudential, in his or her individual capacity, and dated the Closing Date, attaching thereto as exhibits the organizational documents articles of BCHIincorporation, resolutions and by-laws of Prudential;
(ve) A certificate of good standing issued by the Secretary of State of the State of New Hampshire with respect to each Bedford, a certificate of good standing issued by the Mortgage Loan Seller and BCHI Secretary of Delaware with respect to Prudential, a certificate of good standing issued by the Secretary of State of the State of Delaware with respect to CLF and the general partner of CLF, each dated not earlier than thirty (30) 45 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vif) A certificate of the Mortgage Loan Seller general partner of CLF substantially in the form of Exhibit D-3 A-2 hereto, executed by an the authorized officer signatory of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf general partner of CLF and dated the Closing Date, and upon which the Interested Parties may rely;
(viig) A certificate of BCHI Bedford substantially in the form of Exhibit D-4 B-2 hereto, executed by an the authorized officer signatory of BCHI on BCHI’s behalf Bedford and dated the Closing Date, and upon which the Interested Parties may rely;
(viiih) A certificate of Prudential substantially in the form of Exhibit C-2 hereto, executed by the authorized signatory of Prudential and dated the Closing Date;
(i) A written opinion of in-house or independent Paul H. McDowell, Esq., ▇▇ ▇ther counsel for CLF, a written opinion of Robert Lloyd, Esq., o▇ ▇ther counsel for Bedford, and a written opinion of Fred Robustelli, ▇▇▇., ▇▇ ▇ther counsel for Prudential, each, in form and substance satisfactory to the Company, and subject to such reasonable assumptions and qualifications as may be required by counsel for each Seller and acceptable to counsel for the Mortgage Loan Seller and BCHICompany), dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserCompany, the Underwriters (only and each Rating Agency, and MBIA, together with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (such other written opinions as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied required by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActAgency; and
(xvj) Such further certificates, opinions and documents as the Purchaser Company may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Seller shall have received all delivered to the Purchaser:
(a) copies of the following Closing Documentsresolutions, certified by a duly authorized officer of the Seller, duly adopted by the Seller’s Board of Directors authorizing and approving this Agreement and the agreements, instruments, documents and transactions contemplated hereby;
(b) an Assignment and Assumption of Deposit Liabilities Agreement signed by a duly authorized officer of the Seller in such forms as are agreed upon and acceptable substantially the form set forth in Exhibit 5.6(b);
(c) evidence of payment to the Purchaser, by wire transfer in immediately available funds to an account designated by the UnderwritersPurchaser, of the Initial Purchasers Estimated Purchase Price, if the Estimated Purchase Price is positive;
(d) an Assignment and Assumption of Contracts Agreement signed by a duly authorized officer of the Rating Agencies Seller in substantially the form set forth in Exhibit 5.6(d);
(collectivelye) a ▇▇▇▇ of Sale signed by a duly authorized officer of the Seller in substantially the form set forth in Exhibit 6.6(e);
(f) a FIRPTA affidavit, signed by a duly authorized officer of the “Interested Parties”Seller in substantially the form of Exhibit 6.6(f);
(g) the special warranty deeds signed by a duly authorized officer of the Seller with respect to the Owned Real Property, subject only to the Permitted Exceptions;
(h) such other bills of sale, assignments and other instruments and documents as applicablecounsel for the Purchaser may reasonably require as necessary or desirable for transferring, assigning and upon which such Interested Parties may rely:conveying to the Purchaser good and marketable title to the Assets;
(i) This Agreementlistings of the Deposit Liabilities as of the close of business on the Measurement Date (the “Deposit Listings”) in a paper format or utilizing such other method of information transfer as the Parties may mutually agree, duly executed by the Purchaserwhich Deposit Listings shall include account number, the Mortgage Loan Seller outstanding principal balance, accrued interest, and BCHIother pertinent information;
(iij) The Indemnification Agreementlistings of the Loans as of the close of business on the Measurement Date (the “Loan Listings”) in a paper format or utilizing such other method of information transfer as the Parties may mutually agree, which Loan Listings shall include account number, outstanding principal balance, accrued interest, and other pertinent information; a single assignment instrument for all, notes and liens for real estate and other secured loans; original promissory notes or other appropriate documents evidencing each Loan each endorsed with a separate allonge, signed by a duly executed by authorized officer of the respective parties theretoSeller in substantially the form of Exhibit 6.6(j), evidencing the assignment of such Loan from the Seller to the Purchaser; and such other documents evidencing the transfer to the Purchaser all of the Seller’s interest in all of the Loans to be transferred at the Closing, the security therefor and the other rights of Seller pertaining thereto as the Purchaser shall have reasonably requested;
(iiik) A Secretary’s Certificate substantially such books and records as are capable of being delivered to the Purchaser (it being understood that after the Closing Date, the Seller shall provide the Purchaser with reasonable access to any books and records which are not capable of being transferred to the Purchaser at the Closing and will thereafter promptly transfer such books and records to the Purchaser);
(l) a Limited Power of Attorney signed by a duly authorized officer of the Seller in the form of Exhibit D-1 hereto, executed by 6.6(l) to effectuate the Secretary or an assistant secretary assignment of the Mortgage Loan Seller, Loans (including the security interest in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Sellerall collateral therefor);
(ivm) A Secretary’s Certificate substantially in the form of Exhibit D-2 heretostate, executed by the Secretary or an assistant secretary of BCHIcounty and, in his or her individual capacityif applicable, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHImunicipal transfer tax declarations;
(vn) A certificate of good standing with respect to a final title insurance policy for each Owned Real Property or a binding ▇▇▇▇-up of the Mortgage Loan Seller and BCHI issued Commitment or proforma title insurance policy for each Owned Real Property signed by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may relyTitle Insurer;
(vio) A certificate executed counterparts of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf Consents and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel all other consents required for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery consummation of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicablehereby, all of which shall be described in such letters, form and which shall include a comparison of certain mortgage loan-related documents substance reasonably satisfactory to the information Purchaser;
(p) estoppels from the landlords of the Leased Property and from any tenant and subtenants of the Seller at any Real Property;
(q) Financial Statements of the Branches as of the Measurement Date;
(r) an Assignment, Transfer and Appointment of Successor Custodian Agreement with respect to the transfer of ▇▇▇ accounts in substantially the form set forth in the Master Tape (as defined in the Indemnification AgreementExhibit 5.6(f), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvs) Such further certificatesall other agreements, opinions instruments and documents executed or delivered by the Seller as are required by this Agreement to consummate the Purchaser may reasonably request or any Rating Agency may requiretransactions contemplated hereby.
Appears in 1 contract
Sources: Branch Purchase and Assumption Agreement (First Mid Illinois Bancshares Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A SecretaryAn officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c29)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s a Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-1B hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiv) A certificate written opinions of BCHI substantially in the form of Exhibit D-4 hereto▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Aronsohn & ▇▇▇▇▇▇ LLP, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution which opinions shall be substantially in the form of Exhibit D-2A and delivery of this Agreement and the Indemnification AgreementExhibit D-2B, respectively, hereto;
(ixvi) A written opinion of a letter from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserCSFB Mortgage Securities, the Underwriters (only with respect to the Preliminary Prospectus) CSFB Corporation and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)other Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which letter shall be substantially in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions form of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingExhibit D-2C hereto;
(xivii) A letter one or more comfort letters from special counsel for the Mortgage Loan Seller▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants, dated the Closing Date date of any preliminary Prospectus Supplement and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
calculations (xiv) If any the Purchaser acknowledges receipt and satisfactory review of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actsuch letter); and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass THR Cert Ser 2001-Ckn5)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIcounsel, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency);
(ixvii) A written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xviii) A letter from written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3C hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingrequired by either Rating Agency);
(xiix) A letter from special counsel for the Mortgage Loan SellerSidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, dated the Closing Date and addressed to the Purchaser, Interested Parties (other than the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement MemorandumRating Agencies), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light form of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3D hereto;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies)CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Ser 2001-Ck3)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2023-C19)
Closing Documents. The Purchaser or its designee (a) At the Closing, Seller shall have received deliver to Buyer all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreementa certificate of Seller that all appropriate action authorizing the execution, duly executed by the Purchaser, the Mortgage Loan Seller performance and BCHIdelivery of this Agreement has been taken;
(ii) The Indemnification Agreementa copy of each instrument pursuant to which a Governmental Authority or other person consents to the transfer of the Franchise which it issued, duly executed by substantially in the respective parties theretoform of EXHIBIT B;
(iii) A Secretary’s Certificate wire transfer instructions for the Purchase Price and a receipt, substantially in the form of Exhibit D-1 heretoEXHIBIT E, for the Purchase Price;
(iv) a bill ▇▇ sale, substantially in the form of EXHIBIT F;
(v) for each parcel of Real Property a deed in the form customarily used in the jurisdiction where the real property is located;
(vi) Certification of Nonforeign Status for Seller pursuant to section 1.1445-2(b)(2) of the United States Treasury Income Tax Regulations, substantially in the form of EXHIBIT G;
(vii) for each lease of real property listed on SCHEDULE 3.13 for which a consent is required, an assignment, assumption and consent, if required, substantially in the form of EXHIBIT C, duly executed by Seller and the Secretary or third party, if any, whose consent is required for the assignment of such lease;
(viii) for each Contract the assignment of which requires a Required Consent, an assistant secretary assignment, assumption and consent substantially in the form of EXHIBIT D, duly executed by Seller and the Mortgage Loan third party to such Contract;
(ix) documents of title for any motor vehicles included within the Assets;
(x) a certificate of Seller, substantially in his or her individual capacity, and the form of EXHIBIT H;
(xi) a written opinion dated the Closing Date, and upon which from Pillsbury Madison & Sutro LLP, counsel to Seller, in the Interested Parties may rely, attaching thereto form annexed hereto as exhibits the organizational documents of the Mortgage Loan SellerEXHIBIT I;
(ivxii) A Secretary’s Certificate substantially in all data, books and records which relate primarily to the form of Exhibit D-2 hereto, executed by Systems and the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIAssets;
(vxiii) A certificate a Certificate of good standing with respect Good Standing for Seller certified to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty Nevada and a Certificate of Qualification certified to by the Secretary of State of the State of Georgia;
(30xiv) days prior such other documents and certificates as Buyer may reasonably request.
(b) At the Closing, Buyer shall deliver to Seller the following documents:
(i) a Certificate of Good Standing of Buyer certified to by the Secretary of State of the State of Washington and a Certificate of Qualification of Buyer certified to by the Secretary of State of the State of Georgia;
(ii) a Certificate of Buyer that all appropriate action authorizing the execution, performance and delivery of this Agreement has been taken;
(iii) an assumption agreement, substantially in the form of EXHIBIT J and an executed counterpart of each assignment, assumption and consent delivered by Seller pursuant to and in accordance with Section hereof;
(iv) a written opinion dated the Closing Date, and upon which from Buyer's counsel, in the Interested Parties may relyform annexed hereto as EXHIBIT K;
(v) a certificate of Buyer, substantially in the form of EXHIBIT L;
(vi) A certificate a wire transfer of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Purchase Price pursuant to instructions received from Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;; and
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf such other documents and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan certificates as Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Northland Cable Properties Seven Limited Partnership)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIBSPRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHIBSPRT, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIBSPRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of good standing with respect to BSPRT issued by the Mortgage Loan Seller substantially in the form Secretary of Exhibit D-3 hereto, executed by an authorized officer State of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated State of Maryland not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI the Mortgage Loan Seller or BSPRT substantially in the form of Exhibit D-4 D-3 hereto, executed by an authorized executive officer of BCHI the Mortgage Loan Seller or BSPRT on BCHIthe Mortgage Loan Seller’s or BSPRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIBSPRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIBSPRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2021-C9)
Closing Documents. The Purchaser or its designee At each Closing, the Company shall have received all delivered to the Placement Agent on behalf of the following Closing Documentseach Purchaser, in such forms as are agreed upon form and substance reasonably acceptable to the PurchaserPlacement Agent, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(ia) This Agreement, duly executed by a certificate of the Purchaser, Chief Executive Officer or the Mortgage Loan Seller President of the Company certifying that the conditions in Sections 3.1 and BCHI3.2 have been satisfied;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(vb) A certificate of good standing with respect the Secretary of the Company, dated as of that Closing Date, certifying (i) the attached copies of the Certificate of Incorporation and By-laws of the Company, (ii) the resolutions of the Board of Directors of the Company (the "Board") authorizing the execution, delivery and performance of this Agreement and the issuance and delivery, whichever is applicable, of the securities contemplated hereby and reserving for issuance the Conversion Shares and the Warrant Shares (including, but not limited to, for purposes of Nevada corporations law) and (iii) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement;
(c) A corresponding certificate of the Secretary of Cynat, dated as of that Closing Date, certifying substantially the same matters as to Cynat;
(d) A corresponding certificate of the Secretary of Genaderm, dated as of that Closing Date, certifying substantially the same matters as to Genaderm;
(e) a certificate of the Secretary of State of the jurisdiction of incorporation of each of the Mortgage Loan Seller Company, Cynat and BCHI issued Genaderm, dated as of a recent date (but no more than five business days) prior to the date of the applicable Closing, to the effect that the Company is in good standing in the applicable jurisdiction of incorporation, and that all annual reports, if any, have been filed as required and that all taxes and fees have been paid in connection therewith;
(f) a copy of the Certificate of Designations certified by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may relyNevada;
(vig) A a certificate evidencing the Shares acquired by each Purchaser;
(h) a certificate evidencing the Warrants acquired by each Purchaser;
(i) a certificate evidencing the Cynat Shares acquired by each Purchaser;
(j) a certificate evidencing the Genaderm Shares acquired by each Purchaser;
(k) an opinion of counsel to the Mortgage Loan Seller Company substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed D to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvl) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireRegistration Rights Agreements duly executed by the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Bioaccelerate Holdings Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHIGSCII;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, GSCII in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIGSCII;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI GSCII issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI GSCII substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI GSCII on BCHIGSCII’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIGSCII’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIGSCII;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(413(a) (41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-C32)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of L▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of L▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of L▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of L▇ ▇▇▇▇ on L▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of prior to the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectivelyClosing Date, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61)
Closing Documents. The Purchaser or its designee (a) At the Closing, Acquiror shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable deliver to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyCompany:
(i) This a certified copy of the Acquiror Charter and the Acquiror Bylaws;
(ii) a copy of the A&R Registration Rights Agreement, duly executed by Acquiror;
(iii) a copy of the Company Third A&R Operating Agreement, duly executed by Acquiror;
(iv) copies of resolutions and actions taken by Acquiror’s board of directors and shareholders in connection with the approval of this Agreement and the Transactions;
(v) a copy of the Escrow Agreement, duly executed by Acquiror, Sponsor and the Escrow Agent;
(vi) a copy of the Tax Receivable Agreement, duly executed by Acquiror; and
(vii) (A) all other documents, instruments or certificates required to be delivered by Acquiror at or prior to the Closing pursuant to Section 10.02; and (B) such other documents or certificates as shall reasonably be required by the Company and its counsel in order to consummate the Transactions.
(b) At the Closing, the Company or the Sellers, as applicable, shall deliver to Acquiror:
(i) an assignment agreement, duly executed by each Seller with respect to the Purchased Units owned by such Seller, in customary form and substance reasonably satisfactory to Acquiror and the Company;
(ii) a properly completed and duly executed IRS Form W-9 from each Seller;
(iii) a copy of the A&R Registration Rights Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISellers;
(iiiv) The Indemnification a copy of the Company Third A&R Operating Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in Company and the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISellers;
(v) A certificate of good standing with respect to each a copy of the Mortgage Loan Seller and BCHI issued Escrow Agreement, duly executed by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may relySeller Representative;
(vi) A certificate copies of resolutions and actions taken by the Mortgage Loan Seller substantially Company’s board of managers in connection with the form approval of Exhibit D-3 hereto, executed by an authorized officer of this Agreement and the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may relyTransactions;
(vii) A certificate a copy of BCHI substantially in the form of Exhibit D-4 heretoTax Receivable Agreement, duly executed by an authorized officer of BCHI on BCHI’s behalf the Company and dated the Closing Date, and upon which the Interested Parties may rely;Sellers; and
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) all other documents, instruments or certificates required to be delivered by the date of Company at or prior to the Preliminary Prospectus and the Preliminary Private Placement Memorandum, Closing pursuant to Section 10.03; and (B) such other documents or certificates as shall reasonably be required by Acquiror and its counsel in order to consummate the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireTransactions.
Appears in 1 contract
Sources: Business Combination Agreement (Ascendant Digital Acquisition Corp.)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered duly executed and delivered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties GMACCM and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 EXHIBIT D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the Interested Parties other Underwriters and the Rating Agencies (collectively, for purposes of this SECTION 7, the "INTERESTED PARTIES") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State Currency or the Office of Delaware Thrift Supervision of the U.S. Department of the Treasury not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 EXHIBIT D-1B hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementEXHIBIT D-2A hereto;
(ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiiviii) One a letter from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of EXHIBIT D-2B hereto;
(ix) one or more agreed-upon procedures comfort letters from a nationally recognized firm of PricewaterhouseCoopers LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvx) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Closing Documents. (a) The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicablefollowing, and upon which such Interested Parties may rely:can only be waived and modified by mutual consent of the parties hereto;
(ib) This Agreement, duly executed and delivered by the PurchaserPurchaser and the Seller, and the Mortgage Loan Seller Pooling and BCHI;
(ii) The Indemnification Servicing Agreement, duly executed and delivered by the respective Purchaser and all the other parties thereto;; and
(iiic) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 A-1 and Exhibit B-1 hereto, executed by the Secretary or an assistant secretary authorized officer of the Mortgage Loan SellerSeller and PSCC respectively, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Banc of America, Merrill Lynch, SSB and BACM may rely, attaching thereto as exhibits the organizational ▇▇▇ ▇▇▇a▇▇▇▇▇ional documents of the Mortgage Loan Seller;; and
(ivd) Certificate of good standing regarding the Seller and PSCC from the Secretary of State of the State of Missouri and the Secretary of State of the State of Delaware respectively, dated not earlier than 30 days prior to the Closing Date; and
(e) A Secretary’s Certificate certificate of the Seller and PSCC respectively substantially in the form of Exhibit D-2 A-2 and Exhibit B-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, Banc of America, SSB and Merrill Lynch may rely, attaching thereto as exhibits the organizational documents of BCHI;; and
(vf) A certificate of good standing with respect to each of One or more written opi▇▇▇▇▇ ▇f ▇▇▇▇sel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Datecounsel for PSCC respectively, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller in substantially in the form of set forth in Exhibit D-3 hereto, executed A-3 and Exhibit B-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed counsel for PSCC each as reasonably acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Banc of America, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement MemorandumSSB, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage LoansMerrill Lynch, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;Trustees and each Rating Agency; and
(xi▇) A letter from special ▇▇y ▇▇▇▇r opinions of counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered PSCC reasonably requested by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, including, but not limited to, with respect to duly executed by the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;respective parties thereto; and
(xiiij) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable toto the Purchaser, the Interested Parties (other than the Rating Agencies)Banc of America, SSB, Merrill Lynch, Bank of America and PMCF stating in effect that, using the assumptions usin▇ ▇▇▇ ▇s▇▇▇▇▇ions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-1B hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementExhibit D-2A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(ixvii) A a written opinion of Phillips, Lytle, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the enforceability Pooling and Servicing Agreement, which opinion shall be substantially in the form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-2B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xviii) A letter from a written opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, Interested Parties and the Underwriters (only with respect respective parties to the Preliminary Prospectus) Pooling and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Servicing Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-2C hereto (with such additions, deletions or modifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleadingrequired by either Rating Agency);
(xiix) A a letter from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserCSFB Mortgage Securities, the Underwriters (only with respect to the Prospectus) CSFB Corporation and the Initial Purchasers other Underwriters, which letter shall be substantially in the form of Exhibit D-2D hereto;
(only with respect to x) one or more comfort letters from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, certified public accountants, dated the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions date of any preliminary Prospectus Supplement and of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxi) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass THR Cert Ser 2001-Ckn5)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date;
(iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser;
(only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee;
(only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the among GMAC Commercial Mortgage Loan Seller or the Mortgage LoansCorporation ("GMACCM"), the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansPurchaser (the "Supplemental Agreement"), duly executed and delivered by GMACCM, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters and any certificate or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actopinion required thereunder; and
(xvviii) Such such further certificates, opinions and documents as the Purchaser or the Seller may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH;
(v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of ▇▇ ▇▇▇▇, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of ▇▇ ▇▇▇▇ authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH;
(vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiix) A certificate of ▇▇ ▇▇▇▇ substantially in the form of Exhibit D-7 hereto, executed by an executive officer of ▇▇ ▇▇▇▇ on ▇▇ ▇▇▇▇’▇ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors;
(xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xiixvi) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiixvii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xivxviii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2018-C47)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(413(a) (41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2025-C32)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe Additional Party;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s each of the certificates, opinions and documents required to be delivered by or on behalf of the Seller pursuant to clauses (iii), (iv) (v), (vi) and (vii) of Section 7 of the Other MLPA;
(iv) an Officer's Certificate substantially in the form of Exhibit D-1 D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan SellerAdditional Party, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB LLC, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Additional Party authorizing the Additional Party's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIAdditional Party;
(v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Additional Party issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate a Certificate of the Mortgage Loan Seller Additional Party substantially in the form of Exhibit D-3 D-1B hereto, executed by an authorized executive officer of the Mortgage Loan Seller Additional Party on the Mortgage Loan Seller’s Additional Party's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIAdditional Party, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementExhibit D-2A hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(ixviii) A a written opinion of Phillips, Lytle, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHIAdditional Party, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the enforceability Pooling and Servicing Agreement, which opinion shall be substantially in the form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-2B hereto (with such additions, deletions or modifications as may be required by either Rating Agency);
(xix) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller or the Additional Party to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Exhibit A-1 Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB LLC, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB LLC, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiix) One a letter from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., special counsel for the Additional Party, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB LLC and the other Underwriters, which letter shall be substantially in the form of Exhibit D-2C hereto;
(xi) one or more agreed-upon procedures comfort letters from a nationally recognized firm of Ernst & Young LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumConfidential Offering Circular, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumConfidential Offering Circular, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumConfidential Offering Circular, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumConfidential Offering Circular, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxii) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser, the Seller and the Additional Party.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CSFB Mortgage Sec Corp Comm Mort Ps THR Cert Ser 2003-Ck2)
Closing Documents. The Purchaser or its designee Company shall have received delivered or caused to be delivered to Agent and Purchaser all of the following Closing Documentsdocuments, each in such forms as are agreed upon form and content acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyAgent:
(i) This An Amendment No. 1 to Note Purchase Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHICompany;
(ii) The Indemnification AgreementOne or more Additional Notes in the aggregate principal amount on the Additional Closing of $3,500,000, in each case duly completed and executed by the Company;
(iii) the Fee Letter from Agent to the Company and AE Biofuels, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, Company and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerAE Biofuels;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 heretoUnconditional Personal Guaranty, duly executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI▇▇▇▇ ▇▇▇▇▇▇;
(v) A certificate a Pledge Agreement duly executed by McAfee Capital LLC pledging in favor of good standing Agent for the benefit of Purchasers 2,000,0000 shares of Solargen Energy, Inc. (OTCBBO:SLGE), together with respect to each of the Mortgage Loan Seller a duly signed and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, undated stock power and upon which the Interested Parties may relyall original stock certificates evidencing such shares;
(vi) A certificate an Officer’s Certificate, dated the date of the Mortgage Loan Seller substantially Additional Closing, stating that the conditions specified in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may relythis Section 3 have been fully satisfied;
(vii) A certificate certified copies of BCHI substantially the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of the Transaction Documents in connection with the form Additional Closing to which such entity is a party and each of Exhibit D-4 heretothe other agreements contemplated hereby and thereby, executed by an authorized officer the issuance and sale of BCHI on BCHI’s behalf and dated the Closing DateAdditional Notes, and upon which the Interested Parties may relyconsummation of all other transactions contemplated in connection therewith;
(viii) A written opinion a certificate of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated secretary of the Closing Date and addressed to Company certifying the Interested Parties names and the Trusteesignatures of the officers of such entity authorized to sign the Additional Notes and each of the other agreements, relating documents and instruments contemplated hereby to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreementwhich such entity is a party;
(ix) A written opinion a waiver from Cilion, Inc. in favor of special counsel Agent permitting Agent to access the Cilion Plant and/or inspect the Collateral, together with copies of all third party and governmental consents, approvals and filings required in connection with the consummation of the transactions hereunder (including, without limitation, all blue sky law filings and waivers of all preemptive rights (except for preemptive rights granted in the Mortgage Loan Seller Transaction Documents) and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability rights of this Agreement against the Mortgage Loan Seller and BCHIfirst refusal;
(x) A letter from special counsel for insurance certificates naming Agent as additional insured and first loss payee on all property and liability insurance policies of the Mortgage Loan Seller, dated the Closing Date and addressed Company pertaining to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;Collateral; and
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), such other documents relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (transactions as the same may be amended Agent or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such its special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies may reasonably request in connection with the transactions contemplated by this AgreementAdditional Closing, including, but not limited towithout limitation, with respect to the characterization each of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information conditions set forth in on the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers Additional Closing Schedule attached hereto and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, made a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirepart hereof.
Appears in 1 contract
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, BCHI dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c31)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2020-C8)
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIBSPRT;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHIBSPRT, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIBSPRT;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of good standing with respect to BSPRT issued by the Mortgage Loan Seller substantially in the form Secretary of Exhibit D-3 hereto, executed by an authorized officer State of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated State of Maryland not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI the Mortgage Loan Seller or BSPRT substantially in the form of Exhibit D-4 D-3 hereto, executed by an authorized executive officer of BCHI the Mortgage Loan Seller or BSPRT on BCHIthe Mortgage Loan Seller’s or BSPRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIBSPRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIBSPRT;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiii) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2019-C5)
Closing Documents. The Purchaser or its designee Agent shall have received all each of the following Closing Documentsdocuments, all of which shall be satisfactory in such forms as are agreed upon form and acceptable substance to the Purchaser, Agent and its counsel and to the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyLenders:
(i) This Agreement, duly executed by certified copies of the Purchaser, articles or certificate of incorporation and bylaws of the Mortgage Loan Seller and BCHI;Borrower as in effect on the Effective Date,
(ii) The Indemnification certified copies of all corporate action, including shareholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and performance of this Agreement, duly executed by the respective parties thereto;Loan Documents, the borrowings under this Agreement, and the execution, delivery and performance of the Acquisition Agreement and the Acquisition Documents,
(iii) A Secretary’s Certificate certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower authorized to execute and deliver this Agreement and the Loan Documents on behalf of the Borrower and to request borrowings under this Agreement,
(iv) a certificate evidencing the good standing of the Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact its business as presently conducted,
(v) copies of all financial statements referred to in Section 7.1(n) and meeting the requirements thereof,
(vi) a signed opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacityC, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent such local counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (Borrower as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come required, opining as to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies matters in connection with the transactions contemplated by this AgreementAgreement as the Agent or its counsel may reasonably request, including local counsel opinions regarding the Mortgages and the Real Estate,
(vii) the Financing Statements duly executed and delivered by the Borrower and acknowledgment copies evidencing the filing of such Financing Statements in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest,
(viii) a certification from the principal officers of the Borrower as to such factual matters as shall be requested by the Agent,
(ix) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 9.8,
(x) a certificate of the President or a Financial Officer of the Borrower stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement,
(A) all of the representations and warranties made or deemed to be made under this Agreement are true and correct as of the Effective Date, after giving effect to the Initial Loans to be made (and Letters of Credit to be issued) at such time and the application of the proceeds thereof, and
(B) no Default or Event of Default exists,
(xi) a Borrowing Base Certificate as of January 31, 1998, a Schedule of Inventory as of January 31, 1998 and a Schedule of Receivables as of January 31, 1998,
(xii) copies of the Mortgages, duly executed and delivered by the Borrower, in proper form for recording in the appropriate jurisdiction, in order to create a valid first Lien on and security title to the Real Estate described therein,
(xiii) one or more fully paid unconditional commitments for the issuance of mortgagee title insurance policies with all requirements and conditions to the issuance of the final policy deleted or marked satisfied, issued by First American Title Insurance Company, each in an amount equal to not less than the fair market value of the Real Estate subject to the Mortgage insured thereby, insuring that such Mortgage creates a valid first lien on, and security title to, all Real Estate described therein, with exceptions only for the Permitted Encumbrances (as defined in each Mortgage),
(xiv) such materials and information concerning the Real Estate as the Agent may reasonably require, including, but not limited towithout limitation, (A) current and accurate surveys satisfactory to the Agent of the owned Real Estate, certified to the Agent and showing the location of the 100-year and 50-year flood plains thereon, (B) owner's affidavits as to such matters relating to the owned Real Estate as the Agent may reasonably request, and (C) engineer's reports as to the condition of the improvements on the Real Estate and the compliance of the Real Estate with all Applicable Laws, codes and ordinances as the Agent may reasonably request,
(xv) landlord's or mortgagee's waiver and consent agreements duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate and any other real property on which any Collateral is located, to the extent Borrower can obtain such landlord's or mortgagee's waiver and consent agreements using all reasonable efforts,
(xvi) the Acquisition Documents Assignment, duly executed by the Borrower,
(xvii) Agency Account Agreements, each duly executed by the Borrower and the Clearing Bank party thereto, with respect to the characterization each bank account of the transfer Borrower other than the Excepted Accounts,
(xviii) the Initial Notice of Borrowing, duly executed by the Borrower,
(xix) certificates of title for all of the Mortgage Loans hereunder Borrower's motor vehicles, trailers and other property for which a certificate of title has been issued, subject to such exceptions as a true salethe Agent shall reasonably approve, together with each such opinion to be addressed applications for the noting of the Agent's security interest (on behalf of the Secured Creditors) thereon, duly executed by the Borrower and in form appropriate for submission to the other Interested Parties and the Trustee or accompanied by a letter signed by applicable governmental authority that issued such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as certificate of the date thereoftitle;
(xiiixx) One or more agreed-upon procedures letters from a nationally recognized firm copies of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date each of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used Loan Documents duly executed by the Mortgage Loan Sellerparties thereto, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvxxi) Such further certificates, opinions such other documents and documents instruments as the Purchaser Agent or any Lender may reasonably request or any Rating Agency may requirerequest.
Appears in 1 contract
Sources: Loan and Security Agreement (Ithaca Industries Inc)
Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing:
(i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller;
(ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 EXHIBIT D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the Interested Parties other Underwriters and the Rating Agencies (collectively, for purposes of this SECTION 7, the "INTERESTED PARTIES") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s a Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 EXHIBIT D-1B hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viiv) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A a written opinion of in-house or independent ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementEXHIBIT D-2A hereto;
(ixvi) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
(x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;
(xi) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;
(xii) Copies copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;
(xiiivii) One a letter from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of EXHIBIT D-2B hereto;
(viii) one or more agreed-upon procedures comfort letters from a nationally recognized firm of PricewaterhouseCoopers LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations;
(xiv) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and
(xvix) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.
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Sources: Mortgage Loan Purchase Agreement (Credit Suisse First Boston Mortgage Securities Corp)