Common use of Third Party Due Diligence Reports Clause in Contracts

Third Party Due Diligence Reports. (i) The Depositor has not obtained any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence Reports”), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”), copies of which have been furnished to the Representative, at the request of the Depositor, and addressed to the Underwriters, as applicable. The Accountants have consented to the use of the Accountants’ Due Diligence Reports in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”). (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX at least five Business Days before the Time of Sale as required by Rules 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 19 contracts

Samples: Underwriting Agreement (Benchmark 2021-B24 Mortgage Trust), Underwriting Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Underwriting Agreement (Benchmark 2020-B17 Mortgage Trust)

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Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans and a comparison of information relating to underwriting of the Mortgage Loans (the “Accountants”), a copy of which has been furnished to the Underwriters, at the request of the Company; and, except for the Accountants with respect to the Accountants’ Due Diligence Report, the Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”), copies of which have been furnished to ) in connection with the Representative, at transactions contemplated by this Agreement and the request of the Depositor, and addressed to the Underwriters, as applicableProspectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor Company from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Company, and the Company has not received any other Form 15E from any party; (iii) The Depositor Company (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six (6) Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 4 contracts

Samples: Underwriting Agreement (Benchmark 2022-B33 Mortgage Trust), Underwriting Agreement (Benchmark 2021-B29 Mortgage Trust), Underwriting Agreement (Benchmark 2020-B21 Mortgage Trust)

Third Party Due Diligence Reports. (i) The Depositor has not obtained any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence Reports”), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”), copies of which have been furnished to the Representative, at the request of the Depositor, and addressed to the Underwriters, as applicable. The Accountants have consented to the use of the Accountants’ Due Diligence Reports in the preparation of a Form 15G (as defined below) furnished on XXXXX EXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”). (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX EXXXX at least five Business Days before the Time of Sale as required by Rules 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 3 contracts

Samples: Underwriting Agreement (Benchmark 2020-B20 Mortgage Trust), Underwriting Agreement (Benchmark 2020-Ig1 Mortgage Trust), Underwriting Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1)

Third Party Due Diligence Reports. (i) The Depositor has not obtained any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports report (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans loans backing the Certificates (the “Loans”) to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”), copies a copy of which have has been furnished to the Representative, at the request of the Depositor, and addressed to the Underwriters, as applicable. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX EXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”). (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX EXXXX at least five Business Days before the Time of Sale as required by Rules 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 3 contracts

Samples: Underwriting Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33), Underwriting Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Underwriting Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30)

Third Party Due Diligence Reports. (i) The Depositor has not obtained (and, through and including the Closing Date, will not obtain without the consent of the Underwriters) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, any such report a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports report (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) of certified public accountants engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the Due Diligence ServicesAccountants”), copies a copy of which have has been furnished to the RepresentativeUnderwriters, at the request of the Depositor; and, and addressed except for the Accountants with respect to the Accountants’ Due Diligence Report, the Depositor has not employed (and, through and including the Closing Date, will not employ without the consent of the Underwriters, as applicable) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”) in connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any The Depositor has received a certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants Accountants, and such Form 15E was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Depositor, and the Depositor has not received any other Form 15E from any party; (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and any conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six Business Days [__] business days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five Business Days (5) business days before the Time of Sale date hereof as required by Rules Rule 15Ga-2.; and (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 2 contracts

Samples: Underwriting Agreement (3650 REIT Commercial Mortgage Securities II LLC), Underwriting Agreement (3650 REIT Commercial Mortgage Securities LLC)

Third Party Due Diligence Reports. (i) The Depositor has not obtained any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence Reports”), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”), copies of which have been furnished to the Representative, at the request of the Depositor, and addressed to the Underwriters, as applicable. The Accountants have consented to the use of the Accountants’ Due Diligence Reports in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”). (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six (6) Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale as required by Rules 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 2 contracts

Samples: Underwriting Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp5), Underwriting Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp4)

Third Party Due Diligence Reports. (i) The Depositor has not obtained (and, through and including the Closing Date, will not obtain without the consent of the Underwriters) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, any such report a "Due Diligence Report") in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports report (the "Accountants' Due Diligence Reports”Report"), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) of certified public accountants engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”the "Accountants"), copies a copy of which have has been furnished to the RepresentativeUnderwriters, at the request of the Depositor; and, and addressed except for the Accountants with respect to the Accountants' Due Diligence Report, the Depositor has not employed (and, through and including the Closing Date, will not employ without the consent of the Underwriters, as applicable) any third party to engage in any activity that constitutes "due diligence services" within the meaning of Rule 17g-10 under the Exchange Act ("Due Diligence Services") in connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants have consented to the use of the Accountants' Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX EXXXX as required by Rule 15Ga-2 under the Exchange Act ("Rule 15Ga-2").; (ii) Any The Depositor has received a certification on Form ABS Due Diligence-15E (a "Form 15E") received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants Accountants, and such Form 15E was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Depositor, and the Depositor has not received any other Form 15E from any party; (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a "Form 15G") containing the findings and any conclusions of the Accountants' Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six Business Days [__] business days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX EXXXX at least five Business Days (5) business days before the Time of Sale date hereof as required by Rules Rule 15Ga-2.; and (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any "nonpublic personal information" within the meaning of Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 2 contracts

Samples: Underwriting Agreement (Credit Suisse Commercial Mortgage Securities Corp.), Underwriting Agreement (Credit Suisse Commercial Mortgage Securities Corp.)

Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans and the Trust Subordinate Companion Loans to information on a data tape relating to the Mortgage Loans and the Trust Subordinate Companion Loans and a comparison of information relating to underwriting of the Mortgage Loans and the Trust Subordinate Companion Loans (the “Accountants”), a copy of which has been furnished to the Underwriters, at the request of the Company; and, except for the Accountants with respect to the Accountants’ Due Diligence Report, the Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”), copies of which have been furnished to ) in connection with the Representative, at transactions contemplated by this Agreement and the request of the Depositor, and addressed to the Underwriters, as applicableProspectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor Company from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Company, and the Company has not received any other Form 15E from any party; (iii) The Depositor Company (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six (6) Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 2 contracts

Samples: Underwriting Agreement (Benchmark 2021-B25 Mortgage Trust), Underwriting Agreement (GS Mortgage Securities Trust 2019-Gc40)

Third Party Due Diligence Reports. (i) The Depositor has not obtained any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence Reports”), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”), copies of which have been furnished to the Representative, at the request of the Depositor, and addressed to the Underwriters, as applicable. The Accountants have consented to the use of the Accountants’ Due Diligence Reports in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”). (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX at least five Business Days before the Time of Sale as required by Rules 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.and

Appears in 2 contracts

Samples: Underwriting Agreement (Benchmark 2021-B28 Mortgage Trust), Underwriting Agreement (Benchmark 2019-B11 Mortgage Trust)

Third Party Due Diligence Reports. (i) The Depositor has not obtained any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence Reports”), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving (i) a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans and (ii) a comparison of underwriting information in loan files for the Mortgage Loans to underwriting information in a data file relating to the Mortgage Loans (collectively, “Due Diligence Services”), copies of which have been furnished to the Representative, at the request of the Depositor, and addressed to the Underwriters, as applicable. The Accountants have consented to the use of the Accountants’ Due Diligence Reports in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”). (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX at least five Business Days before the Time of Sale as required by Rules 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 2 contracts

Samples: Underwriting Agreement (Benchmark 2023-B40 Mortgage Trust), Underwriting Agreement (Benchmark 2022-B32 Mortgage Trust)

Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the Due Diligence ServicesAccountants”), copies a copy of which have has been furnished to the RepresentativeUnderwriters, at the request of the DepositorCompany; and, and addressed except for the Accountants with respect to the UnderwritersAccountants’ Due Diligence Report, as applicablethe Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”) in connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”). (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX at least five Business Days before the Time of Sale as required by Rules 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.;

Appears in 1 contract

Samples: Underwriting Agreement (GS Mortgage Securities Trust 2019-Gc38)

Third Party Due Diligence Reports. (i) The Depositor has not obtained any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports report (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans loans backing the Certificates (the “Loans”) to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”), copies a copy of which have has been furnished to the Representative, at the request of the Depositor, and addressed to the Underwriters, as applicable. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”). (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX at least five Business Days before the Time of Sale as required by Rules 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)

Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the Due Diligence ServicesAccountants”), copies a copy of which have has been furnished to the RepresentativeUnderwriters, at the request of the DepositorCompany; and, and addressed except for the Accountants with respect to the UnderwritersAccountants’ Due Diligence Report, as applicablethe Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”) in connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor Company from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Company, and the Company has not received any other Form 15E from any party; (iii) The Depositor Company (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six (6) Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (GS Mortgage Securities Trust 2019-Gc39)

Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “"Due Diligence Report") in connection with the transactions contemplated by this Agreement and the Preliminary Prospectus other than the agreed-upon procedures reports report (the "Accountants' Due Diligence Reports”Report"), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”the "Accountants"), copies a copy of which have has been furnished to the RepresentativeUnderwriters, at the request of the DepositorCompany; and, and addressed except for the Accountants with respect to the UnderwritersAccountants' Due Diligence Report, as applicablethe Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes "due diligence services" within the meaning of Rule 17g-10 under the Exchange Act ("Due Diligence Services") in connection with the transactions contemplated by this Agreement and the Prospectus Supplement. The Accountants have consented to the use of the Accountants' Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act ("Rule 15Ga-2").; (ii) Any certification on Form ABS Due Diligence-15E (a "Form 15E") received by the Depositor Company from the Accountants Accounting Firm in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Company, and the Company has not received any other Form 15E from any party; (iii) The Depositor Company (A) prepared one or more reports on Form ABS-15G (each, a "Form 15G") containing the findings and conclusions of the Accountants' Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six (6) Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2.; (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any "nonpublic personal information" within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (Gs Mortgage Securities Corp Ii)

Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the Due Diligence ServicesAccountants”), copies a copy of which have has been furnished to the RepresentativeUnderwriters, at the request of the DepositorCompany; and, and addressed except for the Accountants with respect to the UnderwritersAccountants’ Due Diligence Report, as applicablethe Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”) in connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor Company from the Accountants Accounting Firm in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Company, and the Company has not received any other Form 15E from any party; (iii) The Depositor Company (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six (6) Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (GS Mortgage Securities Trust 2018-Gs9)

Third Party Due Diligence Reports. (i) The Depositor has not obtained (and, through and including the Closing Date, will not obtain without the consent of the Underwriters) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “"Due Diligence Report") in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports report (the "Accountants' Due Diligence Reports”Report"), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information infornation in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”the "Accountants"), copies a copy of which have has been furnished to the Representative, at the request of the Depositor; and, and addressed except for the Accountants with respect to the Accountants' Due Diligence Report, the Depositor has not employed (and, through and including the Closing Date, will not employ without the consent of the Underwriters, as applicable) any third party to engage in any activity that constitutes "due diligence services" within the meaning of Rule 17g-10 under the Exchange Act ("Due Diligence Services") in connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants have consented to the use of the Accountants' Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act ("Rule 15Ga-2").; (ii) Any certification on Form ABS Due Diligence-15E (a "Form 15E") received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Depositor and the Depositor, has not received any other Form 15E from any party; (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a "Form 15G") containing the findings and conclusions of the Accountants' Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six [__] Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2.; and (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any "nonpublic personal information" within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)

Third Party Due Diligence Reports. (i) The Depositor has not obtained any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports report (the “Accountants’ Accountant’s Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm engaged for the offering contemplated hereby (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”), copies a copy of which have has been furnished to the Representative, at the request of the Depositor, and addressed to the Underwriters, as applicable. The Accountants have consented Depositor has furnished (or caused to be furnished) a Form ABS-15G (the “Form ABS 15G for the Accountant’s Report”) to the use of the Accountants’ Due Diligence Reports Commission via XXXXX in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by compliance with Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)with respect to the findings and conclusions contained in the Accountant’s Due Diligence Report. (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX at least five Business Days before the Time of Sale as required by Rules 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (Barclays Commercial Mortgage Securities LLC)

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Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus Supplement other than the agreed-upon procedures reports report (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the Due Diligence ServicesAccountants”), copies a copy of which have has been furnished to the RepresentativeUnderwriters, at the request of the DepositorCompany; and, and addressed except for the Accountants with respect to the UnderwritersAccountants’ Due Diligence Report, as applicablethe Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”) in connection with the transactions contemplated by this Agreement and the Prospectus Supplement. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX EXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor Company from the Accountants Accounting Firm in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Company, and the Company has not received any other Form 15E from any party; (iii) The Depositor Company (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six (6) Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX EXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2.; (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (GS Mortgage Securities Trust 2015-Gc32)

Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (collectively, the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans and a comparison of information relating to underwriting of the Mortgage Loans (the “Accountants”), a copy of each of which has been furnished to the Underwriters, at the request of the Company; and, except for the Accountants with respect to the Accountants’ Due Diligence Report, the Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”), copies of which have been furnished to ) in connection with the Representative, at transactions contemplated by this Agreement and the request of the Depositor, and addressed to the Underwriters, as applicableProspectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor Company from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Company, and the Company has not received any other Form 15E from any party; (iii) The Depositor Company (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six (6) Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (Benchmark 2024-V9 Mortgage Trust)

Third Party Due Diligence Reports. (i) The Depositor has not obtained any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports report (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”), copies a copy of which have has been furnished to the Representative, at the request of the Depositor, and addressed to the Underwriters, as applicable. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”). (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX at least five Business Days before the Time of Sale as required by Rules 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)

Third Party Due Diligence Reports. (i) The Depositor has not obtained any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “"Due Diligence Report") in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports report (the “Accountants’ "Accountant's Due Diligence Reports”Report"), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm engaged for the offering contemplated hereby (the "Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (“Due Diligence Services”"), copies a copy of which have has been furnished to the Representative, at the request of the Depositor, and addressed to the Underwriters, as applicable. The Accountants have consented Depositor has furnished (or caused to be furnished) a Form ABS-15G (the "Form ABS 15G for the Accountant's Report") to the use of the Accountants’ Due Diligence Reports Commission via XXXXX in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by compliance with Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)with respect to the findings and conclusions contained in the Accountant's Due Diligence Report. (iii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, on the Rule 17g-5 Information Provider’s Website as required by Rule 17g-5. (iiiii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a "Form 15G") containing the findings and conclusions of the Accountants' Due Diligence Reports Report and meeting all other requirements of Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each Form 15G to the Representative at least six Business Days before the Time of Sale; and (C) furnished each Form 15G to the Commission on XXXXX at least five Business Days before the Time of Sale as required by Rules 15Ga-2. (iviii) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any "nonpublic personal information" within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (Barclays Commercial Mortgage Securities LLC)

Third Party Due Diligence Reports. (i) The Depositor has not obtained (and, through and including the Closing Date, will not obtain without the consent of the Underwriters) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports report (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the Representative, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information infornation in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the Due Diligence ServicesAccountants”), copies a copy of which have has been furnished to the Representative, at the request of the Depositor; and, and addressed except for the Accountants with respect to the Accountants’ Due Diligence Report, the Depositor has not employed (and, through and including the Closing Date, will not employ without the consent of the Underwriters, as applicable) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”) in connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Depositor and the Depositor, has not received any other Form 15E from any party; (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six [__] Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2.; and (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (Starwood Commercial Mortgage Depositor, LLC)

Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans and the Trust Subordinate Companion Loan to information on a data tape relating to the Mortgage Loans and the Trust Subordinate Companion Loan and a comparison of information relating to underwriting of the Mortgage Loans and the Trust Subordinate Companion Loan (the “Accountants”), a copy of which has been furnished to the Underwriters, at the request of the Company; and, except for the Accountants with respect to the Accountants’ Due Diligence Report, the Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”), copies of which have been furnished to ) in connection with the Representative, at transactions contemplated by this Agreement and the request of the Depositor, and addressed to the Underwriters, as applicableProspectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor Company from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Company, and the Company has not received any other Form 15E from any party; (iii) The Depositor Company (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six (6) Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (GS Mortgage Securities Trust 2020-Gc45)

Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans and the Trust Subordinate Companion Loan to information on a data tape relating to the Mortgage Loans and the Trust Subordinate Companion Loan (the “Accountants”), a copy of which has been furnished to the Underwriters, at the request of the Company; and, except for the Accountants with respect to the Accountants’ Due Diligence Report, the Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”), copies of which have been furnished to ) in connection with the Representative, at transactions contemplated by this Agreement and the request of the Depositor, and addressed to the Underwriters, as applicableProspectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor Company from the Accountants Accounting Firm in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Company, and the Company has not received any other Form 15E from any party; (iii) The Depositor Company (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six (6) Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (GS Mortgage Securities Trust 2018-Gs10)

Third Party Due Diligence Reports. (i) The Neither the Issuer nor the Depositor has obtained (and, through and including the Closing Date, will not obtained obtain without the consent of the Underwriters) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, any such report a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports report (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) of certified public accountants engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the Due Diligence ServicesAccountants”), copies a copy of which have has been furnished to the RepresentativeUnderwriters, at the request of the Depositor; and, and addressed except for the Accountants with respect to the Accountants’ Due Diligence Report, neither the Issuer nor the Depositor has employed (and, through and including the Closing Date, will not employ without the consent of the Underwriters, as applicable) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”) in connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any The Depositor has received a certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor from the Accountants in connection with the Due Diligence Services provided by the Accountants Accountants, and such Form 15E was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Depositor, and the Depositor has not received any other Form 15E from any party; (iii) The Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and any conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six Business Days [__] business days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five Business Days (5) business days before the Time of Sale date hereof as required by Rules Rule 15Ga-2.; and (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (3650 REIT Commercial Mortgage Securities II LLC)

Third Party Due Diligence Reports. (i1) The Depositor Issuer has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus Memoranda other than the agreed-upon procedures reports report (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeInitial Purchaser, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the “Accountants”), a copy of which has been furnished to the Initial Purchaser, at the request of the Issuer; and, except for the Accountants with respect to the Accountants’ Due Diligence Report, the Issuer has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”), copies of which have been furnished to ) in connection with the Representative, at transactions contemplated by this Agreement and the request of the Depositor, and addressed to the Underwriters, as applicableMemoranda. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii2) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor Issuer from the Accountants in connection with the Due Diligence Services provided by the Accountants Accounting Firm was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Issuer, and the Issuer has not received any other Form 15E from any party; (iii3) The Depositor Issuer (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the United States Securities and Exchange Commission and the Exchange Act; and (B) provided a copy of the final draft of furnished each such Form 15G to the Representative at least six Business Days before the Time of Sale; United States Securities and (C) furnished each Form 15G to the Exchange Commission on XXXXX at least five (5) Business Days before the Time of Sale first sale in the offering contemplated by the Memoranda as required by Rules Rule 15Ga-2.; and (iv4) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Note Purchase Agreement (Hercules Capital, Inc.)

Third Party Due Diligence Reports. (i) The Depositor Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report contemplated by Rule Xxxx 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports (the “Accountants’ Due Diligence ReportsReport”), in form and substance reasonably satisfactory to the RepresentativeUnderwriters, obtained from the accounting firm (the “Accountants”) engaged to provide procedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans and a comparison of information relating to underwriting of the Mortgage Loans (the “Accountants”), a copy of which has been furnished to the Underwriters, at the request of the Company; and, except for the Accountants with respect to the Accountants’ Due Diligence Report, the Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence Services”), copies of which have been furnished to ) in connection with the Representative, at transactions contemplated by this Agreement and the request of the Depositor, and addressed to the Underwriters, as applicableProspectus. The Accountants have consented to the use of the Accountants’ Due Diligence Reports Report in the preparation of a Form 15G (as defined below) furnished on XXXXX as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”).; (ii) Any certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Depositor Company from the Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5 under the Exchange Act on the Rule 17g-5 Information Provider’s Website as required website established by Rule 17g-5.or on behalf of the Company, and the Company has not received any other Form 15E from any party; (iii) The Depositor Company (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Reports Report and meeting all other requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Representative Underwriters at least six (6) Business Days before the Time of Saledate hereof; and (C) furnished each such Form 15G to the Commission on XXXXX at least five (5) Business Days before the Time of Sale date hereof as required by Rules Rule 15Ga-2. (iv) No portion of any Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999.

Appears in 1 contract

Samples: Underwriting Agreement (Benchmark 2022-B37 Mortgage Trust)

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