Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:
Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.
Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.
Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.
Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.
Good Standing Certificates Agent shall have received good standing certificates for each Borrower dated not more than 30 days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Borrower’s jurisdiction of incorporation and/or formation, as applicable, and each jurisdiction where the conduct of each Borrower’s business activities or the ownership of its properties necessitates qualification;
Good Standing Certificate A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date ten (10) Business Days prior to the Closing Date.
Servicing Certificate Not later than each Determination Date, the Master Servicer shall deliver (a) to the Indenture Trustee, the data necessary to prepare the items below and the statement for Noteholders required to be prepared pursuant to Section 4.04 and (b) to the Indenture Trustee, the Owner Trustee, the Sponsor, the Depositor, the Paying Agent, the Credit Enhancer, and each Rating Agency a Servicing Certificate (in written form or the form of computer readable media or such other form as may be agreed to by the Indenture Trustee and the Master Servicer), together with an Officer's Certificate to the effect that the Servicing Certificate is correct in all material respects, stating the related Collection Period, Payment Date, the series number of the Notes, the date of this Agreement, and:
(i) the aggregate amount of collections received on the Mortgage Loans by the Determination Date for the related Collection Period;
(ii) the aggregate amount of (a) Interest Collections and (b) Principal Collections for the related Collection Period;
(iii) the Investor Floating Allocation Percentage and the Investor Fixed Allocation Percentage for the related Collection Period;
(iv) the Investor Interest Collections and Investor Principal Collections for the related Collection Period;
(v) the Interest Collections that are not Investor Interest Collections and Transferor Principal Collections for the related Collection Period;
(vi) the Note Interest and the applicable Note Rate for the Notes for the related Interest Period;
(vii) the amount of the Note Interest that is not payable to the Noteholders because of insufficient Investor Interest Collections;
(viii) the Unpaid Investor Interest Shortfall and the amount of interest on the shortfall at the applicable Note Rate applicable from time to time (separately stated) to be distributed on the related Payment Date;
(ix) the remaining Unpaid Investor Interest Shortfall after the distribution on the related Payment Date;
(x) the amount of any Basis Risk Carryforward in the distribution;
(xi) the amount of the remaining Basis Risk Carryforward after giving effect to the related distribution;
(xii) the Accelerated Principal Payment Amount and the portion of it that will be distributed pursuant to Section 8.03(a)(vi) of the Indenture;
(xiii) the Scheduled Principal Collections Payment Amount, separately stating its components;
(xiv) the amount of any Transfer Deposit Amount paid by the Sponsor or the Depositor pursuant to Section 2.02 or 2.04;
(xv) any accrued Servicing Fees for the Mortgage Loans for previous Collection Periods and the Servicing Fee for the related Collection Period;
(xvi) the Investor Loss Amount for the related Collection Period;
(xvii) the aggregate amount of Investor Loss Reduction Amounts for previous Payment Dates that have not been previously reimbursed to the Holders of the Notes pursuant to Section 8.03(a)(iv) of the Indenture;
(xviii) the aggregate Asset Balance of the Mortgage Loans as of the end of the preceding Collection Period and as of the end of the second preceding Collection Period;
(xix) [Deleted];
(xx) the Note Principal Balance and loan factor after giving effect to the distribution on the related Payment Date and to any reduction because of the Investor Loss Amount;
(xxi) the Transferor Principal Balance and the Available Transferor Subordinated Amount after giving effect to the distribution on the Payment Date;
(xxii) the aggregate amount of Additional Balances created on the Mortgage Loans during the previous Collection Period;
(xxiii) the number and aggregate Asset Balances of Mortgage Loans (x) as to which the Minimum Monthly Payment is delinquent for 30-59 days, 60-89 days, and 90 or more days, respectively and (y) that have become REO, in each case as of the end of the preceding Collection Period;
(xxiv) whether a Rapid Amortization Event has occurred since the prior Determination Date, specifying the Rapid Amortization Event if one has occurred;
(xxv) whether an Event of Servicing Termination has occurred since the prior Determination Date, specifying the Event of Servicing Termination if one has occurred;
(xxvi) the amount to be distributed to the Credit Enhancer pursuant to Section 8.03(a)(v) and Section 8.03(a)(vii) of the Indenture, stated separately;
(xxvii) the Guaranteed Principal Payment Amount for the Payment Date;
(xxviii) the Credit Enhancement Draw Amount for the related Payment Date;
(xxix) the amount to be distributed to the Transferor pursuant to Section 8.03(a)(x) of the Indenture;
(xxx) the amount to be paid to the Master Servicer pursuant to Section 8.03(a)(viii) of the Indenture;
(xxxi) the Maximum Rate for the related Collection Period and the Weighted Average Net Loan Rate for the Mortgage Loans;
(xxxii) the expected amount of any optional advances pursuant to Section 4.03 by the Master Servicer included in the distribution on the related Payment Date and the aggregate expected amount of optional advances pursuant to Section 4.03 by the Master Servicer outstanding as of the close of business on the related Payment Date;
(xxxiii) the related Available Subordinated Transferor Amount after giving effect to the distribution to be made on the related Payment Date;
(xxxiv) the number and principal balances of any Mortgage Loans transferred to the Transferor pursuant to Section 2.06;
(xxxv) the aggregate of all Liquidation Loss Amounts on the Mortgage Loans since the Cut-off Date and whether a Cumulative Loss Test Violation has occurred since the prior Determination Date;
(xxxvi) the Rolling Six Month Delinquency Rate, the Spread Rate, the Excess Spread Percentage, and the Rolling Three Month Excess Spread Percentage for the Payment Date; and
(xxxvii) in the Servicing Certificates for the first and second Payment Dates, the number and Cut-off Date Asset Balance of Mortgage Loans for which the Mortgage Loan File was not delivered to the Indenture Trustee within 30 days of the Closing Date. The Indenture Trustee and the Owner Trustee shall conclusively rely upon the information contained in a Servicing Certificate for purposes of making distributions pursuant to Section 8.03 of the Indenture or distributions on the Transferor Certificates, shall have no duty to inquire into this information and shall have no liability in so relying. The format and content of the Servicing Certificate may be modified by the mutual agreement of the Master Servicer, the Indenture Trustee and the Credit Enhancer. The Master Servicer shall give notice of any changes to the Rating Agencies.
Incumbency Certificate; Authorized Signers The Agent shall have received from the Borrower and each Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the Closing Date, signed by a duly authorized representative of the Borrower and giving the name and specimen signature of each Authorized Officer who shall be authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests and to give notices and to take other action on behalf of the Borrower under the Loan Documents.
Replacement Certificates If, on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably practicable.
