Covenants of the Unaffiliated Seller. The Unaffiliated Seller covenants to the Depositor as follows: (a) The Unaffiliated Seller shall cooperate with the Depositor and the firm of independent certified public accountants retained with respect to the issuance of the Certificates in making available all information and taking all steps reasonably necessary to permit the accountants' letters required hereunder to be delivered within the times set for delivery herein. (b) The Unaffiliated Seller agrees to satisfy or cause to be satisfied on or prior to the Closing Date, all of the conditions to the Depositor's obligations set forth in Section 5.01 hereof that are within the Unaffiliated Seller's (or its agents') control. (c) The Unaffiliated Seller hereby agree to do all acts, transactions, and things and to execute and deliver all agreements, documents, instruments, and papers by and on behalf of the Unaffiliated Seller as the Depositor or its counsel may reasonably request in order to consummate the transfer of the Mortgage Loans to the Depositor and the subsequent transfer thereof to the Trustee, and the rating, issuance and sale of the Certificates.
Appears in 3 contracts
Samples: Unaffiliated Seller's Agreement (Morgan Stanley Abs Capital I Inc), Unaffiliated Seller's Agreement (Morgan Stanley Abs Capital I Inc), Unaffiliated Seller's Agreement (Morgan Stanley Abs Capital I Inc)
Covenants of the Unaffiliated Seller. The Unaffiliated Seller covenants to the Depositor as follows:
(a) The Unaffiliated Seller shall cooperate with the Depositor and the firm of independent certified public accountants retained with respect to the issuance of the Certificates in making available all information and taking all steps reasonably necessary to permit the accountants' letters required hereunder to be delivered within the times set for delivery herein.
(b) The Unaffiliated Seller agrees to satisfy or cause to be satisfied on or prior to the Closing Date, Date all of the conditions to the Depositor's obligations set forth in Section 5.01 hereof that are within the Unaffiliated Seller's (or its agents') control.
(c) The Unaffiliated Seller hereby agree agrees to do all acts, transactions, and things and to execute and deliver all agreements, documents, instruments, and papers by and on behalf of the Unaffiliated Seller as the Depositor or its counsel may reasonably request in order to consummate the transfer of the Mortgage Loans to the Depositor and the subsequent transfer thereof to the Trustee, and the rating, issuance and sale of the Certificates.
(d) The Unaffiliated Seller hereby agrees to arrange separately to pay to the Trustee all of the Trustee's fees and expenses in connection with the transactions contemplated by the Pooling and Servicing Agreement, including, without limitation, all of the Trustee's fees and expenses in connection with any actions taken by the Trustee pursuant to Section 8.10
Appears in 3 contracts
Samples: Unaffiliated Seller's Agreement (Prudential Securities Secured Financing Corp), Unaffiliated Seller's Agreement (Prudential Securities Secured Financing Corp), Unaffiliated Seller's Agreement (Prudential Securities Secured Financing Corp)
Covenants of the Unaffiliated Seller. The Unaffiliated Seller covenants to with the Depositor as follows:
(a) The Unaffiliated Seller shall cooperate with the Depositor and the firm of independent certified public accountants retained with respect to the issuance of the Certificates in making available all information and taking all steps reasonably necessary to permit the accountants' letters required hereunder to be delivered within the times set for delivery herein.
(b) The Unaffiliated Seller hereby agrees to satisfy or cause to be satisfied on or prior to the Closing Date, all of the conditions to the Depositor's obligations set forth in Section 5.01 hereof that are within the Unaffiliated Seller's (or its agents') control.
(c) The Unaffiliated Seller hereby agree to do all acts, transactions, and things and to execute and deliver all agreements, documents, instruments, and papers by and on behalf of the Unaffiliated Seller as the Depositor or its counsel may reasonably request in order to consummate the transfer of the Mortgage Loans to the Depositor and the subsequent transfer thereof to the Trustee, and the rating, issuance and sale of the Certificates.
(c) The Unaffiliated Seller hereby agrees to arrange separately to pay to the Trustee all of the Trustee's fees and expenses in connection with the transactions contemplated by the Pooling and Servicing Agreement subject to existing agreements to which the Unaffiliated Seller assented at an earlier date. For the avoidance of doubt, the parties hereto acknowledge that it is the intention of the parties that the Depositor shall not pay any of the Trustee's fees and expenses in connection with the transactions contemplated by the Pooling and Servicing Agreement.
Appears in 2 contracts
Samples: Unaffiliated Seller's Agreement (Prudential Securities Secured Financing Corp), Unaffiliated Seller's Agreement (Prudential Securities Secured Financing Corp)
Covenants of the Unaffiliated Seller. The Unaffiliated Seller covenants to the Depositor as follows:
(a) The Unaffiliated Seller shall cooperate with the Depositor and the firm of independent certified public accountants retained with respect to the issuance of the Certificates Notes in making available all information and taking all steps reasonably necessary to permit the accountants' letters required hereunder to be delivered within the times set for delivery herein.;
(b) The Unaffiliated Seller agrees to satisfy or cause to be satisfied on or prior to the Closing Date, Date all of the conditions to the Depositor's obligations set forth in Section 5.01 hereof that are within the Unaffiliated Seller's (or its agents') control.;
(c) The Unaffiliated Seller hereby agree agrees to do all acts, transactions, and things and to execute and deliver all agreements, documents, instruments, and papers by and on behalf of the Unaffiliated Seller as the Depositor or its counsel may reasonably request in order to consummate the transfer of the Mortgage Loans to the Depositor and the subsequent transfer thereof to the Trustee, Trust and the subsequent pledge to the Indenture Trustee pursuant to the Indenture and the rating, issuance and sale of the Certificates.Notes; and
(d) The Unaffiliated Seller hereby agrees to arrange separately to pay to the Indenture Trustee the Indenture Trustee's fees and expenses in connection with the transactions contemplated by the Sale and Servicing Agreement and the Indenture, including, without limitation, all of the Indenture Trustee's fees and expenses in connection with any actions taken by the Indenture Trustee pursuant to Section 8.01
Appears in 1 contract
Samples: Unaffiliated Seller's Agreement (Prudential Securities Secured Financing Corp)
Covenants of the Unaffiliated Seller. The Unaffiliated Seller covenants to the Depositor as follows:
(a) The Unaffiliated Seller shall cooperate with the Depositor and the firm of independent certified public accountants retained with respect to the issuance of the Certificates in making available all information and taking all steps reasonably necessary to permit the accountants' letters required hereunder to be delivered within the times set for delivery herein.
(b) The Unaffiliated Seller agrees to satisfy or cause to be satisfied on or prior to the Closing Date, Date all of the conditions to the Depositor's obligations set forth in Section 5.01 hereof that are within the Unaffiliated Seller's (or its agents') control.
(c) The Unaffiliated Seller hereby agree agrees to do all acts, transactions, and things and to execute and deliver all agreements, documents, instruments, and papers by and on behalf of the Unaffiliated Seller as the Depositor or its counsel may reasonably request in order to consummate the transfer of the Mortgage Loans to the Depositor and the subsequent transfer thereof to the Trustee, and the rating, issuance and sale of the Certificates.
(d) The Unaffiliated Seller hereby agrees to arrange separately to pay to the Trustee all of the Trustee's fees and expenses in connection with the transactions contemplated by the Pooling and Servicing Agreement, including, without limitation, all of the Trustee's fees and expenses in connection with any actions taken by the Trustee pursuant to Section 12.12
Appears in 1 contract
Samples: Unaffiliated Seller's Agreement (Residential Asset Funding Corp)
Covenants of the Unaffiliated Seller. The Unaffiliated Seller covenants to the Depositor as follows:
(a) The Unaffiliated Seller shall cooperate with the Depositor and the firm of independent certified public accountants retained with respect to the issuance of the Certificates in making available all information and taking all steps reasonably necessary to permit the accountants' letters required hereunder to be delivered within the times set for delivery herein.;
(b) The Unaffiliated Seller agrees to satisfy or cause to be satisfied on or prior to the Closing Date, Date all of the conditions to the Depositor's obligations set forth in Section 5.01 hereof that are within the Unaffiliated Seller's (or its agents') control.;
(c) The Unaffiliated Seller hereby agree agrees to do all acts, transactions, and things and to execute and deliver all agreements, documents, instruments, and papers by and on behalf of the Unaffiliated Seller as the Depositor or its counsel may reasonably request in order to consummate the transfer of the Mortgage Loans to the Depositor and the subsequent transfer thereof to the Trustee, and the rating, issuance and sale of the Certificates.; and
(d) The Unaffiliated Seller hereby agrees to arrange separately to pay to the Trustee and the Trust Administrator all of the Trustee's and Trust Administrator's fees and expenses in connection with the transactions contemplated by the Pooling and Servicing Agreement, including, without limitation, all of the Trustee's and Trust Administrator's fees and expenses in connection with any actions taken by the Trustee or the Trust Administrator pursuant to Section 8.10
Appears in 1 contract
Samples: Unaffiliated Seller's Agreement (Prudential Securities Secured Financing Corp)