Common use of Required Closing Documents Clause in Contracts

Required Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents: (1) this Agreement (to be executed and delivered only for the initial Closing Date); (2) the Servicing Agreement, dated as of the initial Cut-off Date (to be executed and delivered only for the initial Closing Date); (3) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (4) the related Mortgage Loan Schedule (one copy to be attached to the Custodian's counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (5) a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (6) a Custodial Account Letter Agreement or a Custodial Account Certification, as applicable, as required under the Servicing Agreement; (7) an Escrow Letter Agreement or an Escrow Account Certification, as applicable, as required under the Servicing Agreement; (8) with respect to the initial Closing Date, an Officer's Certificate, in the form of Exhibit C hereto with respect to each of the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser; (9) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), in the form of Exhibit D hereto ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (10) with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); (11) a Security Release Certification, in the form of Exhibit E or F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (12) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (13) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (14) Assignment and Conveyance Agreement in the form of Exhibit H hereto, and all exhibits thereto; and (15) a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attorneys.

Required Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents: (1) this Agreement (to be executed and delivered only for the initial Closing Date); (2) the Interim Servicing Agreement, dated as of the initial Cut-off Date (to be executed and delivered only for the initial Closing Date); (3) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (4) the related Mortgage Loan Schedule (one copy to be attached to the Custodian's counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (5) a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (6) a Custodial Account Letter Agreement or a Custodial Account Certification, as applicable, as required under the Servicing Agreement; (7) an Escrow Letter Agreement or an Escrow Account Certification, as applicable, as required under the Servicing Agreement; (8) with respect to the initial Closing Date, an Officer's Certificate, in the form of Exhibit C hereto with respect to each of the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser; (97) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), in the form of Exhibit D hereto ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (10) 8) with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); (119) a Security Release Certification, in the form of Exhibit E or F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (1210) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (1311) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance;; and (1412) Assignment and Conveyance Agreement in the form of Exhibit H hereto, and all exhibits thereto; and (15) a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attorneys.

Required Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents: (1) this Agreement (to be executed and delivered only for the initial Closing Date); (2) the Servicing Agreement, dated as of the initial Cut-off Date (to be executed and delivered only for the initial Closing Date); (3) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (43) the related Mortgage Loan Schedule (one copy to be attached to the Custodian's counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (54) a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (65) a Custodial Account Letter Agreement or a Custodial Account Certification, as applicable, as required under the Servicing Agreement; (7) an Escrow Letter Agreement or an Escrow Account Certification, as applicable, as required under the Servicing Agreement; (8) with respect to the initial Closing Date, an Officer's Certificate, in the form of Exhibit C hereto with respect to each of the SellerSellers, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser; (96) with respect to the initial Closing Date, an Opinion of Counsel of the each Seller (who may be an employee of the Seller), in the form of Exhibit D hereto ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the each Seller upon request of the Purchaser; (107) with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); (11) 8) a Security Release Certification, in the form of Exhibit E or F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (129) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the either Seller by merger or acquired or originated by the either Seller while conducting business under a name other than its present name, if applicable; (1310) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance;; and (1411) Assignment and Conveyance Agreement in the form of Exhibit H hereto, and all exhibits thereto; and (15) a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attorneys.

Required Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents: (1) this Agreement (to be executed Xxxxxxx and delivered only for the initial Closing Date); (2) the Servicing AgreementCSL agree that, dated as of the initial Cut-off Date (to be executed and delivered only for the initial Closing Date); (3) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (4) the related Mortgage Loan Schedule (one copy to be attached to the Custodian's counterpart of the Custodial Agreement in connection with the initial consummation of the Closing, Xxxxxxx and CSL shall execute and deliver, or shall cause their respective affiliates to execute and deliver, the documents listed below where each is a party thereto (collectively, the “Required Closing DateDocuments”) in the form and in substance approved by Xxxxxxx and CSL, in their reasonable discretion: 1) Xxxxxxx Landlords and one copy CSL shall execute and deliver a Master Lease in form and substance to be attached agreed upon within five (5) business days following the execution of this Agreement; 2) Compass Senior Living, LLC (“Guarantor”) shall execute and deliver a Guaranty of Master Lease Agreement in form and substance to be agreed upon within five (5) business days following the related Assignment and Conveyance as execution of this Agreement (the Mortgage Loan Schedule thereto“Guaranty”); 3) Xxxxxxx Landlords, Compass Senior Living, LLC (“Manager”), and each Subtenant shall execute and deliver a Subordination of Management Agreement in form and substance to be agreed upon within five (5) a Custodian's Certification, as required under business days following the Custodial Agreement, in the form execution of Exhibit 2 to the Custodial this Agreement; 4) Each Subtenant shall execute and deliver a Security Agreement in favor of the respective Xxxxxxx Landlord in form and substance to be agreed upon within five (65) a Custodial Account Letter Agreement or a Custodial Account Certification, as applicable, as required under business days following the Servicing execution of this Agreement; 5) Each Subtenant and CSL shall execute and deliver a Sublease Agreement pursuant to which Subtenant agrees to perform all of the obligations of CSL under the Master Lease as the same pertain to the Subtenant’s Facility, and such other terms and conditions reasonably required by the parties. Each Sublease will be in a form substantially the same as the Master Lease, but modified to be a sublease agreement; 6) If, at Closing, CSL or a Subtenant grants to a Working Capital Lender (as said term shall be defined in the Master Lease) a security interest in some or all of the Tenant Personal Property, Health Care Licenses and/or Provider Agreements (as said terms also shall be defined in the Master Lease), an inter-creditor agreement in form and substance acceptable to the respective Xxxxxxx Landlord in its reasonable discretion; 7) an Escrow Letter Agreement or an Escrow Account CertificationEach Subtenant shall execute and deliver a Guaranty of the Master Lease in substantially the same form as the form as the Guaranty, as applicable, as required except that the liability of the applicable Subtenant thereunder shall be limited to its proportionate share of the total rent payable under the Servicing Master Lease, calculated based upon the ratio of (i) the applicable Subtenant’s total rental obligation under the applicable Sublease Agreement, divided by (ii) the total rental obligation of CSL under the Master Lease; (8) with respect At the request of any party, Xxxxxxx, each Xxxxxxx Landlord, CSL, each Subtenant, Guarantor and Manager shall execute and deliver for themselves and their respective affiliates such resolutions, incumbency certificates and certificates of good standing as the other party may reasonably require to evidence the initial Closing Datecustomary authorizations and consents required to consummate the Closing; 9) Any additional documents that Xxxxxxx, an Officer's Certificate, in CSL or Subtenant may reasonably require from the form of Exhibit C hereto with respect to each other for the proper consummation of the SellerClosing and the transaction contemplated in connection therewith, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of provided the Purchaser; (9) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), in the form of Exhibit D hereto ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (10) with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); (11) same are customary for transactions such as this one and do not increase or enlarge a Security Release Certification, in the form of Exhibit E party’s obligations or F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (12) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (13) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (14) Assignment and Conveyance Agreement in the form of Exhibit H hereto, and all exhibits theretoliability hereunder; and (1510) a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk Letter of loss of the closing documents until such time as they are received Credit required by the Purchaser or its attorneysMaster Lease.