By__________________________. The undersigned, as “Depository”, hereby certifies that the above described account has been established under Account Number ___________________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation to the extent available under applicable law. _____________________________ (name of Depository) By_________________________ On this [_________] day of [______], 2003_, GMAC Mortgage Corporation, as the Company, under that certain Master Flow Mortgage Loan Sale and Servicing Agreement, dated as of _____, 2002 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to _________________,as Purchaser under the Agreement all rights, title and interest of the Company in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Agreement, the Company has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only; and upon request by the Purchaser shall be delivered promptly by the Company to the Purchaser. The Company confirms to the Purchaser that the representations and warranties set forth in Section 3.02 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 of the Agreement with respect to the Company are true and correct as of the date hereof. All other terms and conditions of this transaction shall be governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. GMAC MORTGAGE CORPORATION By: ___________________________ Name: _________________________ Title: _________________________ I, [ ], [insert title] of GMAC Mortgage Company (the “Servicer”), certify to [identify the company submitting to SEC], and its officers, directors, agents and affiliates (in its role as [identify role] the “Sarbanes Certifying Party”), and with the knowledge and intent that they will rely upon this certification, that:
Appears in 1 contract
Samples: Servicing Agreement (Mortgage Loan Pass-Through Certificates Series 2003-1)
By__________________________. The undersigned, as “Depository”, hereby certifies that the above described account has been established under Account Number ___________________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation to the extent available under applicable law. ___________Title: [NAME OF SUBJECT SUBSIDIARY] a __________________ (name of Depository) [corporation] By_________________________ On this [_________] day of [______], 2003_, GMAC Mortgage Corporation, as the Company, under that certain Master Flow Mortgage Loan Sale and Servicing Agreement, dated as of _____, 2002 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to _________________,as Purchaser under the Agreement all rights, title and interest of the Company in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Agreement, the Company has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only; and upon request by the Purchaser shall be delivered promptly by the Company to the Purchaser. The Company confirms to the Purchaser that the representations and warranties set forth in Section 3.02 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 of the Agreement with respect to the Company are true and correct as of the date hereof. All other terms and conditions of this transaction shall be governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. GMAC MORTGAGE CORPORATION By: __:_________________________ Name: Title: ______________________ ______________________ ______________________ Attn:____________________ Tel:________________ Fax:________________ ACCEPTED JPMORGAN CHASE BANK, N.A. as Administrative Agent By__________________________ Title: _________________________ ILadies and Gentlemen: We have acted as special New York counsel to Brunswick Corporation, [ ], [insert title] of GMAC Mortgage Company a Delaware corporation (the “ServicerCompany”), certify to [identify in connection with the company submitting to SEC]Amended and Restated Credit Agreement dated as of June 26, and its officers, directors, agents and affiliates 2014 (in its role as [identify role] the “Sarbanes Certifying PartyCredit Agreement”), among the Company, the subsidiaries party thereto, the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”), X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and with Xxxxx Fargo Securities, LLC, as Joint Lead Arrangers, X.X. Xxxxxx Securities LLC, Xxxxx Fargo Securities, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Joint Bookrunners, Bank of America, N.A. and Xxxxx Fargo Bank, N.A., as Syndication Agents, and SunTrust Bank, U.S. Bank N.A. and Citizens Bank N.A. (as successor to RBS Business Capital), as Documentation Agents. This opinion is being delivered to you pursuant to Section 4.01(b) of the knowledge Credit Agreement. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement. In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records and intent that they will rely upon other instruments and documents as we have deemed necessary or appropriate for purposes of this certificationopinion, thatincluding:
Appears in 1 contract
Samples: Credit Agreement (Brunswick Corp)
By__________________________. CERTIFICATE OF AUTHENTICATION Dated: ___________ This is one of the Notes of the series of Notes described in the within-mentioned Indenture. The undersignedBank of New York, as “Depository”Trustee, hereby certifies that the above described account has been established under Account Number The Bank of New York, By ___________________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation to the extent available under applicable law. ____ as Trustee or as Authentication Agent By__________________________ (name of Depository) By_________________________ On this [Authorized Signatory Authorized Signatory (REVERSE) ____% NOTES DUE _________] day __ This Note is one of a duly authorized series of notes of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture (as described below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of January 15, 1998 duly executed and delivered between the Company and The Bank of New York, as Trustee (the "Trustee"), (such Indenture, as amended and supplemented, being referred to herein as the "Indenture") to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. [This series of Notes is limited to the aggregate principal amount of $______], 2003_, GMAC Mortgage Corporation, as the Company, under that certain Master Flow Mortgage Loan Sale and Servicing Agreement, dated as of _____.] [This Note is not subject to redemption prior to maturity.] [If applicable, 2002 insert - The Notes may be redeemed in whole or in part (if in part, by lot or by such other method as the “Agreement”Trustee shall deem fair or appropriate) does hereby sellprior to maturity at the option of the Company, transferat any time and from time to time, assignupon mailing a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes, set over and convey all as provided in the Indenture, at a redemption price equal to [_________________,as Purchaser under ]] [if applicable -- the Agreement all rightsprincipal amount thereof plus accrued and unpaid interest thereon, title and interest if any, to the date of redemption, plus the applicable premium.] In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the Company in and to holder hereof upon the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto cancellation hereof. In case an Event of Default, as Exhibit A, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Agreement, the Company has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth defined in the Agreement. The ownership of each Mortgage NoteIndenture, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared Notes of this series shall have occurred and be continuing, the principal of all of the Notes of this series may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this series upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which come into are required to consent to any such supplemental indenture, or (iii) modify any provision of Section 6.01(c) of the possession Indenture (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes) without the consent of the holder of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the holders of the Notes of such series, to waive any past default or Event of Default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Notes of such series, which default may be waived by the unanimous consent of the holders affected. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company shall immediately vest designated for such purpose in the Purchaser Borough of Manhattan, The City of New York duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be retained overdue and maintainednotwithstanding any notice of ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in trustrespect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the Seller at the will acceptance hereof and as part of the Purchaser in such custodial capacity only; consideration for the issuance hereof, expressly waived and upon request by released. This Note shall, pursuant to Section 5-1401 of the Purchaser New York General Obligations Law, be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be delivered promptly by construed in accordance with the Company laws of that state, without regard to the Purchaser. The Company confirms to the Purchaser that the representations and warranties set forth in conflicts of laws principals thereof (other than such Section 3.02 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 3.01 of the Agreement with respect to the Company are true and correct as of the date hereof5-1401). All other terms and conditions of this transaction shall be governed by the Agreement. Capitalized terms used herein and not otherwise in this Note which are defined in the Indenture shall have the meanings set forth assigned to them in the Agreement. GMAC MORTGAGE CORPORATION By: ___________________________ Name: _________________________ Title: _________________________ I, [ ], [insert title] of GMAC Mortgage Company (the “Servicer”), certify to [identify the company submitting to SEC], and its officers, directors, agents and affiliates (in its role as [identify role] the “Sarbanes Certifying Party”), and with the knowledge and intent that they will rely upon this certification, that:Indenture.
Appears in 1 contract
By__________________________. The undersignedTitle: General Counsel Exhibit D-2 ----------- [Opinion of Seller's Outside Counsel pursuant to Section 10(b)(iv)] ----------------- _______________, 1997 ABN AMRO Mortgage Corporation 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Re: ABN AMRO Mortgage Corporation Purchase of Mortgage Loans -------------------------------------------------------- Ladies and Gentlemen: We have acted as “Depository”, hereby certifies that the above described account has been established under Account Number special counsel to ____________________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation to the extent available under applicable law. __________a ___________________ (name "Seller"), in connection with the sale of DepositoryMortgage Loans by ------ Seller to ABN AMRO Mortgage Corporation (the "Purchaser") Bypursuant to a Mortgage --------- Loan Purchase Agreement, dated as of _______________, 1997 (the "Purchase -------- Agreement"), between the Purchaser and Seller. This letter is being delivered --------- to the Purchaser pursuant to Section 10(b)(iv) of the Purchase Agreement. All ----------------- capitalized terms not otherwise defined herein have the meanings given them in the Purchase Agreement. In rendering the opinions set forth below, we have examined and relied upon copies, certified or otherwise identified to our satisfaction, of the Purchase Agreement, the form of Assignment of Mortgage attached as Exhibit A hereto, the --------- form of endorsement of the Mortgage Notes set forth in Exhibit A of the Purchase --------- Agreement (the "Mortgage Note Endorsement"), and such certificates, records and ------------------------- other documents, agreements and instruments, including, among other things, the documents and opinions delivered on the Closing Date, as we have deemed necessary as the basis for our opinions. In connection with such examination, we have assumed the genuineness of all signatures, the authenticity of all documents, agreements and instruments submitted to us as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to us as copies or specimens and the authenticity of the originals of such documents, agreements and instruments submitted to us as copies or specimens. We have also assumed that all documents, agreements and instruments have been duly authorized, executed and delivered, and the terms and provisions thereof will be complied with, by all parties thereto. As to any facts material to such opinions that we did not independently establish or verify, we have relied upon certificates of officers of Seller and the representations and warranties of Seller in the Purchase Agreement. In rendering the opinions below we do not express any opinion concerning the laws of any jurisdiction other than the substantive laws of the State of __________ On this [_________] day of [______], 2003_, GMAC Mortgage Corporation, as and the Company, under that certain Master Flow Mortgage Loan Sale and Servicing Agreement, dated as of _____, 2002 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to _________________,as Purchaser under the Agreement all rights, title and interest federal laws of the Company United States of America. We have not examined the Mortgage Notes, the Mortgages, the Assignments of Mortgages, the Mortgage Note Endorsements or any other instruments, agreements or other documents in any Mortgage File (collectively, "Mortgage Documents") and we ------------------ express no opinion as to the conformity of any such Mortgage Document to the requirements of the Purchase Agreement. For purposes of this letter, we have assumed that (i) each Mortgage Note and each Mortgage was appropriately prepared and duly executed and delivered by the related Mortgagor, each Mortgage was appropriately recorded in the applicable jurisdiction, and any intervening endorsement of any Mortgage Note, and any intervening assignment of any Mortgage and recording thereof which was required in order to transfer to Seller ownership of the related Mortgage Loan, was obtained and completed; (ii) the amount of the consideration to be paid by the Purchaser to Seller for the Mortgage Loans listed on constitutes value reasonably equivalent to the value of the Mortgage Loan Schedule attached hereto as Exhibit A, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Agreement, the Company has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File Loans; (iii) Seller is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only; and upon request by the Purchaser shall be delivered promptly by the Company to the Purchaser. The Company confirms to the Purchaser that the representations and warranties set forth in Section 3.02 of the Agreement with respect to not selling the Mortgage Loans listed with any intent to hinder, delay or defraud any of its creditors; (iv) neither Seller nor the Purchaser has been or will be a party to any fraud or illegality affecting any of the Mortgage Loans; (v) no fraud or mistake on the part of any party to the Agreement or any other agreement in connection with the transactions contemplated thereby has occurred or will occur; (vi) no party to the Purchase Agreement or any other agreement in connection with the transactions contemplated thereby has taken or will take any action which is unreasonable, arbitrary or capricious, or which is not taken in good faith or in a commercially reasonable manner, affecting the Mortgage Loan Schedule attached heretoLoans in connection with the transactions contemplated thereby; and (vii) the Trustee is not an affiliate of Seller. Based upon the foregoing, and the representations and warranties in Section 3.01 we are of the Agreement with respect to the Company are true and correct as of the date hereof. All other terms and conditions of this transaction shall be governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. GMAC MORTGAGE CORPORATION By: ___________________________ Name: _________________________ Title: _________________________ I, [ ], [insert title] of GMAC Mortgage Company (the “Servicer”), certify to [identify the company submitting to SEC], and its officers, directors, agents and affiliates (in its role as [identify role] the “Sarbanes Certifying Party”), and with the knowledge and intent that they will rely upon this certification, opinion that:
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Abn Amro Mortgage Corp)
