[Title of Certificates]
Commercial Mortgage Pass-Through Certificates
UNDERWRITING AGREEMENT
[______], 20__
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York
10005
[_____________________]
[_____________________]
[_____________________]
[_____________________]
Ladies and Gentlemen:
Deutsche Mortgage & Asset Receiving Corporation, a Delaware
corporation (the "Company"), proposes, subject to the terms and
conditions
stated herein, to sell to [Deutsche Bank Securities Inc. ("DBS")],
[and] [insert
names of other underwriters] (collectively, the "Underwriters") its
[TITLE OF
CERTIFICATES], Commercial Mortgage Pass-Through Certificates, Class
[A-1], Class
[A-2], Class [A-3], Class [A-4], Class [A-AB], Class [A-5A], Class
[A-5B], Class
[A-1A], Class [X-P], [Class A-J], Class B, Class C and Class D (the
"Offered
Certificates"). The Offered Certificates, together with the Class
[X-C], Class
[E] Class [F], Class [G], Class [H], Class [J], Class [K], Class
[L], Class [M],
Class [N], Class [O], Class [P], Class R and Class LR Certificates,
evidence the
entire beneficial ownership interest in the assets of the Trust
Fund (as defined
in the Pooling and Servicing Agreement referred to below)
consisting primarily
of a pool of mortgage loans secured by first liens on commercial,
multifamily
and manufactured housing properties (the "Mortgage Loans"), that
will have, as
of the payment date occurring on each Mortgage Loan in ______ 20__
(such date,
the "Cut-off Date"), after taking into account all payments of
principal due on
the Mortgage Loans on or before such date, whether or not received,
an aggregate
principal balance of $[____________] subject to a variance of plus
or minus 5%.
The Mortgage Loans will be acquired by the Company from [German
American Capital
Corporation ("GACC")], [and] [insert names of other sellers]
(collectively, the
"Loan Sellers") in exchange for immediately available funds
pursuant to [ ]
separate mortgage loan purchase agreements, each to be dated as of
______, 20__,
between the Company and GACC, [insert names of other sellers],
respectively.
[Two] separate real estate mortgage investment conduit ("REMIC")
elections will
be made with respect to the Trust Fund for federal income tax
purposes. The
Trust Fund is to be created and the Offered Certificates are to be
issued
pursuant to a pooling and servicing agreement (the "Pooling and
Servicing
Agreement") to be dated as of ______, 20__, by and among the
Company, as
depositor, [name of Master Servicer], as master servicer (the
"Master
Servicer"), [name of special servicer], as special servicer (the
"Special
Servicer") and [name of trustee], as trustee (the "Trustee" and
together with
the Master Servicer and the Special Servicer, the "Transaction
Parties") and
paying agent. Capitalized terms used herein but not defined herein
have the
respective meanings given to them in the Pooling and Servicing
Agreement.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, the Underwriters that:
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (No.
333-_____) on Form
S-3 for registration under the Securities Act of 1933, as amended
(the "Act"),
of mortgage pass-through certificates, including the Offered
Certificates, which
registration statement has become effective, and copies of which,
as amended to
the date hereof, have heretofore been delivered to you. Such
registration
statement meets the requirements set forth in Rule 415(a)(1) under
the Act and
complies in all other material respects with such rule. The Company
proposes to
file with the Commission pursuant to Rule 424 under the Act a
supplement, dated
[_____], 20__, to the prospectus, dated [______], 20__, relating to
the Offered
Certificates and the method of distribution thereof and has
previously advised
you of all further information (financial and other) with respect
to the Offered
Certificates set forth therein. Such registration statement,
including the
exhibits thereto and any information incorporated therein by
reference, as
amended on the date hereof is hereinafter called the "Registration
Statement";
such prospectus, in the form in which it will be filed with the
Commission
pursuant to Rule 424 under the Act, is hereinafter called the "Base
Prospectus";
such supplement to the Base Prospectus, in the form in which it
will be filed
with the Commission pursuant to Rule 424 of the Act, is hereinafter
called the
"Prospectus Supplement"; and the Base Prospectus and the Prospectus
Supplement
together are hereinafter called the "Prospectus". The Company shall
make a good
faith and reasonable effort to file the Prospectus within the time
required
under Rule 424 of the Act and, in the event that the Company fails
to timely
file the Prospectus, the Company shall file the Prospectus as soon
as
practicable thereafter. The Company will not, without your prior
consent, file
any other amendment to the Registration Statement or make any
change in the Base
Prospectus or the Prospectus Supplement until after the period
during which a
prospectus is required to be delivered to purchasers of the Offered
Certificates
under the Act (the "Prospectus Delivery Period"). The Company will
file with the
Commission within fifteen days of the issuance of the Offered
Certificates a
report on Form 8-K setting forth specific information concerning
the Offered
Certificates (the "Form 8-K").
(b) As of or prior to the time when sales to purchasers of the
Offered Certificates were first made in accordance with Rule 159 of
the Act,
which was approximately ______ :00 [am] [pm] (New York City time)
on the date
hereof (the "Time of Sale"), the Company had prepared and filed
with the
Commission the following information, which is collectively
referred to as the
"Time of Sale Information": [SUBJECT TO MODIFICATION BASED ON FINAL
TIME OF SALE
INFO] (i) the Base Prospectus dated [_______], 20__; (ii) [the Free
Writing
Prospectus (as defined below), dated ______, 20__, the first page
of which is
attached hereto as Exhibit A, and which was accompanied by the Base
Prospectus
(the "Preliminary FWP"); and (iii) the Free Writing Prospectus,
dated [______],
20__, the first page of which is attached hereto as Exhibit B (the
"Revised
FWP")]. If, subsequent to the date of this Agreement, the Company
or the
Underwriters determine that, as to the investors in one or more
Classes of the
Offered Certificates, such initial Time of Sale Information
includes an untrue
statement of material fact or omits to state a material fact
necessary in order
to make the statements therein, in light of the circumstances under
which they
were made, not misleading, and the Underwriters terminate their old
purchase
contracts and enter into new purchase contracts with investors in
such Classes
of the Offered Certificates, then "Time of Sale Information" shall
refer to all
of the information conveyed to investors at the time of entry into
the new
purchase contract (each, a "Subsequent Time of Sale"), including
any information
that corrects such material misstatements or omissions
("Corrective
Information"). [The Base Prospectus, Preliminary FWP and the
Revised FWP are the
only Issuer Free Writing Prospectuses (as defined below) prepared
by or on
behalf of the Company as of the date hereof.]
(c) As of the date hereof, when the Registration Statement
became
effective, as of the Time of Sale, when the Prospectus Supplement
is first filed
pursuant to Rule 424 under the Act, at the time of any Subsequent
Time of Sale,
when, prior to the Closing Date, any amendment to the Registration
Statement
becomes effective, when any supplement to the Prospectus Supplement
is filed
with the Commission, and on the Closing Date, (i) the Registration
Statement, as
amended as of any such time, and the Prospectus, as amended or
supplemented as
of any such time, complied, complies and will comply in all
material respects
with the applicable requirements of the Act and the rules
thereunder, (ii) the
Registration Statement, as amended as of any such time, did not and
will not
contain any untrue statement of a material fact and did not, does
not and will
not omit to state any material fact required to be stated therein
or necessary
to make the statements therein not misleading and the Prospectus,
as amended or
supplemented as of any such time, did not, does not and will not
contain an
untrue statement of a material fact and did not, does not and will
not omit to
state a material fact necessary in order to make the statements
therein, in
light of the circumstances under which they were made, not
misleading and (iii)
the initial Time of Sale Information did not (when evaluated as of
the Time of
Sale only) and the Time of Sale Information existing at any
Subsequent time of
Sale, if any, will not, as of such Subsequent Time of Sale, contain
an untrue
statement of a material fact or omit to state a material fact
necessary in order
to make the statements therein, in light of the circumstances under
which they
were made, not misleading; provided, however, that the Company
makes no
representations or warranties as to (A) the Underwriter Supplied
Information (as
defined in Section 8(b) hereof), (B) the Loan Sellers' Information
(as defined
in Section 8(a) hereof) or (C) the Transaction Party Information
(as defined in
Section 8(a) hereof). Any Issuer Information (as defined below)
provided by the
Company to any Underwriter as of the date hereof for inclusion in
an Underwriter
Free Writing Prospectus (as defined below), did not, as of the date
that such
Issuer Information was so provided, and does not, as of the date of
this
Agreement, contain an untrue statement of a material fact or omit
to state a
material fact necessary in order to make the statements therein, in
light of the
circumstances under which they were made, not misleading; provided,
however,
that the Company shall not be in breach of this representation if
the Company
provided Issuer Information, correcting such untrue statement or
omission of a
material fact contained in previously delivered Issuer Information
so long as
the Company delivered the corrected information to the Underwriter
at a
reasonable time prior to the date hereof.
(d) The Company is a corporation, duly organized, validly
existing
and in good standing under the laws of the State of Delaware with
full power and
authority (corporate and other) to own its properties and conduct
its business,
as described in the Prospectus, and to enter into and perform its
obligations
under this Agreement and the Pooling and Servicing Agreement, and
is conducting
its business so as to comply in all material respects with all
applicable
statutes, ordinances, rules and regulations of the jurisdictions in
which it is
conducting business.
(e) The Company has not received and is not aware of (i) any
request
by the Commission for any further amendment of the Registration
Statement or the
Prospectus or for any additional information, (ii) the issuance by
the
Commission of any stop order suspending the effectiveness of the
Registration
Statement or the institution or threatening of any proceeding for
that purpose
or (iii) any notification with respect to the suspension of the
qualification of
the Offered Certificates for sale in any jurisdiction or the
initiation or
threatening of any proceeding for such purpose.
(f) On or prior to the Closing Date, the Company will have
entered
into the Pooling and Servicing Agreement; this Agreement has been
duly
authorized, executed and delivered by the Company, and the Pooling
and Servicing
Agreement, when delivered by the Company, will have been duly
authorized,
executed and delivered by the Company, and this Agreement
constitutes, and the
Pooling and Servicing Agreement will constitute, valid and binding
agreements of
the Company, enforceable against the Company in accordance with
their terms,
except as such enforceability may be limited by (i) bankruptcy,
insolvency,
liquidation, moratorium, receivership, reorganization or similar
laws affecting
the rights of creditors generally, (ii) general principles of
equity, whether
enforcement is sought in a proceeding in equity or at law, and
(iii) public
policy considerations underlying the securities laws, to the extent
that such
public policy considerations limit the enforceability of any
provisions of this
Agreement that purport to provide indemnification from securities
law
liabilities.
(g) The Offered Certificates and the Pooling and Servicing
Agreement: (i) conform in all material respects to the descriptions
thereof
contained in each of (A) the Prospectus, (B) the initial Time of
Sale
Information and (C) any Issuer Information (as may have been
revised and
corrected) delivered to the any Underwriter for inclusion in an
Underwriter Free
Writing Prospectus; and (ii) will conform in all material respects
to the
descriptions thereof in the Time of Sale Information (as
constituted at any
Subsequent Time of Sale). The Offered Certificates have been duly
and validly
authorized by the Company, and will, when duly and validly executed
and
authenticated by the Trustee and delivered to and paid for by the
Underwriters
in accordance with this Agreement and the Pooling and Servicing
Agreement, be
validly outstanding and entitled to the benefits of the Pooling and
Servicing
Agreement.
(h) As of the Closing Date, the representations and warranties
of
the Company set forth in Section [2.03] of the Pooling and
Servicing Agreement
will be true and correct.
(i) Neither the issuance and sale of the Offered Certificates,
nor
the consummation of any other of the transactions contemplated
herein, nor the
fulfillment of any of the terms of the Pooling and Servicing
Agreement or this
Agreement, will result in the breach of any term or provision of
the certificate
of incorporation or by-laws of the Company or conflict with, result
in a
material breach, violation or acceleration of or constitute a
default under, the
terms of any indenture or other agreement or instrument to which
the Company or
any of its subsidiaries is a party or by which it is bound, or any
statute,
order or regulation applicable to the Company or any of its
subsidiaries of any
court, regulatory body, administrative agency or governmental body
having
jurisdiction over the Company or any of its subsidiaries. Neither
the Company
nor any of its subsidiaries is a party to, bound by or in breach or
violation of
any indenture or other agreement or instrument, or subject to or in
violation of
any statute, order or regulation of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over it, which
materially and
adversely affects the ability of the Company to perform its
obligations under
each of this Agreement and the Pooling and Servicing Agreement.
(j) There are no actions or proceedings against, or
investigations
of, the Company pending, or, to the knowledge of the Company,
threatened, before
any court, administrative agency or other tribunal (i) asserting
the invalidity
of this Agreement, the Pooling and Servicing Agreement or the
Offered
Certificates, (ii) seeking to prevent the issuance of the Offered
Certificates
or the consummation of any of the transactions contemplated by this
Agreement or
the Pooling and Servicing Agreement, (iii) which might materially
and adversely
affect the performance by the Company of its obligations under, or
the validity
or enforceability of, this Agreement, the Pooling and Servicing
Agreement or the
Offered Certificates or (iv) seeking to affect adversely the
federal income tax
attributes of the Offered Certificates described in the
Prospectus.
(k) There has not been any material adverse change in the
business,
operations, financial condition, properties or assets of the
Company since the
date of its latest audited financial statements which would have a
material
adverse effect on the ability of the Company to perform its
obligations under
this Agreement or the Pooling and Servicing Agreement.
(l) Any taxes, fees and other governmental charges in
connection
with the execution, delivery and performance of this Agreement and
the Pooling
and Servicing Agreement (other than income taxes, franchise taxes
and recording
and filing fees) and the execution, delivery and sale of the
Offered
Certificates have been or will be paid on or prior to the Closing
Date.
(m) Immediately prior to the assignment of the Mortgage Loans to
the
Trustee, the Company will have good title to, and will be the sole
owner of,
each Mortgage Loan free and clear of any pledge, mortgage, lien,
security
interest or other encumbrance of any other person, except for any
retained
servicing.
(n) No
authorization, approval or consent of or filing or
registration with, any court or governmental authority or agency is
necessary in
connection with the offering, issuance or sale of the Offered
Certificates
hereunder or the execution, delivery or performance by the Company
of the
Pooling and Servicing Agreement or this Agreement, except such as
have been, or
as of the Closing Date will have been, obtained or completed, as
applicable, or
such as may otherwise be required under applicable state securities
laws in
connection with the purchase and offer and sale of the Offered
Certificates by
the Underwriters and any recordation of the respective assignments
of the
Mortgage Loans to the Trustee pursuant to the Pooling and Servicing
Agreement
that have not yet been completed.
(o) The Company is not, and the issuance and sale of the
Offered
Certificates in the manner contemplated by the Prospectus will not
cause the
Company or the Trust Fund to be, subject to registration or
regulation as an
"investment company" under the Investment Company Act of 1940, as
amended (the
"1940 Act"); and the Pooling and Servicing Agreement is not
required to be
qualified under the Trust Indenture Act of 1939, as amended (the
"Trust
Indenture Act").
(p) Upon delivery to
the Underwriters of the Offered Certificates
pursuant to this Agreement, each Underwriter will have good title
to the Offered
Certificates purchased by such Underwriter, in each case free and
clear of liens
granted by or imposed upon the Company.
(q) The consideration received by the Company upon the sale of
the
Offered Certificates to the Underwriters will constitute at least
reasonably
equivalent value and fair consideration for the Offered
Certificates.
(r) The Company (i) will be solvent at all relevant times prior
to,
and will not be rendered insolvent by, the sale of the Offered
Certificates to
the Underwriters and (ii) is not selling the Offered Certificates
to the
Underwriters with any intent to hinder, delay or defraud any of the
creditors of
the Company.
(s) The transfer of the Mortgage Loans to the Trust and the sale
of
the Offered Certificates to each of the Underwriters, at the
Closing Date, will
be treated by the Company for financial accounting and reporting
purposes as a
sale of assets and not as a pledge of assets to secure debt.
(t) The Company possesses all material licenses, certificates,
authorizations or permits issued by the appropriate state, federal
or foreign
regulatory agencies or bodies necessary to conduct business now
operated by it,
and the Company has not received any notice of proceedings relating
to the
revocation or modification of any such license, certificate,
authorization or
permit which, singly or in the aggregate, if the subject of an
unfavorable
decision, ruling or finding, would materially and adversely affect
the
condition, financial or otherwise, or the earnings, business
affairs or business
prospects of the Company.
(u) the Company is not, and on the date on which the first bona
fide
offer of the Certificates is made will not be, an "ineligible
issuer," as
defined in Rule 405 under the Act.
2. Purchase and Sale. On the basis of the representations and
warranties herein contained and subject to the terms and conditions
herein set
forth, the Company agrees to sell to the Underwriters, and each of
the
Underwriters agrees severally, and not jointly, to purchase from
the Company the
principal or notional amount of each class of Offered Certificates
under its
name at the Purchase Price set forth in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the
Offered
Certificates shall be made on the date, location and time of
delivery set forth
in Schedule I hereto, or such later date as the Underwriters shall
designate,
which date and time may be postponed by agreement between the
Underwriters and
the Company (such date, location and time of delivery and payment
for the
Offered Certificates being herein called the "Closing Date").
Delivery of the
Offered Certificates shall be made to the Underwriters against
payment by the
Underwriters of the purchase price thereof in immediately available
funds.
Delivery of such Offered Certificates shall be made through the
facilities of
the depository or depositories set forth on Schedule I hereto. Any
Offered
Certificates not in book-entry form shall be registered in such
names and in
such denominations as any Underwriter, as applicable, may request
not less than
three full business days in advance of the Closing Date.
The Company agrees to have the Offered Certificates available
for
inspection, checking and packaging, as applicable, by the
Underwriters in New
York, New York, not later than [1:00 p.m. on the business day prior
to the
Closing Date].
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Certificates for sale to
the public as
set forth in the Prospectus and the Underwriters agree that all
such offers and
sales by them shall be made in compliance with all applicable laws
and
regulations. It is further understood that the Company, in reliance
upon a
no-filing letter from the Attorney General of the State of New York
granted
pursuant to Policy Statement 105, has not and will not file an
offering
statement pursuant to Section 352-e of the General Business Law of
the State of
New York with respect to the Offered Certificates. As required by
Policy
Statement 105, each Underwriter therefore covenants and agrees with
the Company
that sales of the Offered Certificates made by such Underwriter, as
applicable,
in and from the State of New York will be made only to
institutional accredited
investors within the meaning of Policy Statement 105.
5. Agreements. The Company agrees with the several Underwriters
that:
(a) The Company will promptly advise the Underwriters (i) when
any
amendment to the Registration Statement shall have become
effective, (ii) of any
request by the Commission for any amendment to the Registration
Statement or the
Prospectus or for any additional information, (iii) of the issuance
by the
Commission of any stop order suspending the effectiveness of the
Registration
Statement affecting the Offered Certificates or the institution or
threatening
of any proceeding for that purpose and (iv) of the receipt by the
Company of any
notification with respect to the suspension of the qualification of
the Offered
Certificates for sale in any jurisdiction or the initiation or
threatening of
any proceeding for such purpose. The Company will not file any
amendment to the
Registration Statement or supplement to the Prospectus unless the
Company has
furnished to you a copy for your review prior to filing and will
not file any
such proposed amendment or supplement to which you reasonably
object until after
the period in which a prospectus is required to be delivered to
purchasers of
the Offered Certificates under the Act. Subject to the foregoing
sentence, the
Company will cause the Prospectus Supplement to be filed with the
Commission in
accordance with Rule 424 of the Act. The Company will use its best
efforts to
prevent the issuance of any such stop order and, if issued, to
obtain as soon as
possible the withdrawal thereof.
(b) If, at any time during the Prospectus Delivery Period any
event
occurs as a result of which the Prospectus as then amended or
supplemented would
include any untrue statement of a material fact or omit to state
any material
fact necessary to make the statements therein in light of the
circumstances
under which they were made not misleading, or if it shall be
necessary to amend
or supplement the Prospectus to comply with the Act or the rules
under the Act,
the Company promptly will prepare and file with the Commission,
subject to
paragraph (a) of this Section 5, an amendment or supplement that
will correct
such statement or omission or an amendment that will effect such
compliance and,
if such amendment or supplement is required to be contained in a
post-effective
amendment to the Registration Statement, will use its best efforts
to cause such
amendment of the Registration Statement to be made effective as
soon as
possible.
(c) The Company will furnish to the Underwriters and counsel for
the
Underwriters, without charge, signed copies of the Registration
Statement
(including exhibits thereto) and, during the Prospectus Delivery
Period, as many
copies of the Base Prospectus and the Prospectus Supplement and any
amendments
and supplements thereto as the Underwriters may reasonably
request.
(d) The Company will furnish such information, execute such
instruments and take such action, if any, as may be required to
qualify the
Offered Certificates for sale under the laws of such jurisdictions
as the
Underwriters may designate and will maintain such qualification in
effect so
long as required for the distribution of the Offered Certificates;
provided,
however, that the Company shall not be required to qualify to do
business in any
jurisdiction where it is not now so qualified or to take any action
that would
subject it to general or unlimited service of process in any
jurisdiction where
it is not now so subject.
(e) Whether or not the transactions contemplated by this
Agreement
are consummated, the Company shall pay all costs and expenses in
connection with
the transactions herein contemplated, including, but not limited
to, the fees
and disbursements of its counsel and of counsel to the
Underwriters, the fees
and disbursements of accountants for the Company, the costs and
expenses in
connection with the qualification, or exemption from qualification,
of the
Offered Certificates under state securities or "blue sky" laws
(including filing
fees and reasonable fees and disbursements of counsel in connection
therewith),
the preparation of any blue sky survey, any determination of the
eligibility of
the Offered Certificates for investment by institutional investors
and the
preparation of any legal investment survey, all fees and expenses
incurred in
connection with the registration and delivery of the Offered
Certificates under
the Act, and all other fees or expenses in connection with the
preparation and
filing of the Registration Statement, any Free Writing Prospectus,
the
Prospectus and amendments and supplements to any of the foregoing,
including all
printing costs associated therewith, and the mailing and delivery
of copies
thereof to the Underwriters and dealers, in the quantities
specified above, all
costs and expenses related to the transfer and delivery of the
Offered
Certificates to the Underwriters, including any transfer or other
taxes payable
thereon, the cost of printing the Offered Certificates, the upfront
costs and
charges of any transfer agent, registrar or depository, the fees
and expenses of
the rating agencies incurred in connection with the issuance and
sale of the
Offered Certificates, the out-of-pocket expenses of each
Underwriter incurred in
connection with the purchase and sale of the Offered Certificates
and all other
costs and expenses incident to the performance of the obligations
of the Company
hereunder for which provision is not otherwise made in this Section
5(g).
(f) The Company acknowledges and agrees that each Underwriter
in
providing investment banking services to the Company in connection
with the
offering, including in acting pursuant to the terms of this
Agreement, has acted
and is acting as an independent contractor and not as a fiduciary
and the
Company does not intend such Underwriter to act in any capacity
other than
independent contractor, including as a fiduciary or in any other
position of
higher trust.
6. Conditions to the Obligations of the Underwriters. The
respective
rights and obligations of the Underwriters hereunder shall be
subject to the
accuracy of the representations and warranties on the part of the
Company
contained herein as of the date hereof and the Closing Date, to the
accuracy of
the statements of the Company made in any certificates pursuant to
the
provisions hereof, to the performance by the Company of its
obligations
hereunder and to the following additional conditions with respect
to the Offered
Certificates:
(a) No stop order suspending the effectiveness of the
Registration
Statement shall have been issued and no proceedings for that
purpose shall have
been instituted or threatened; and the Prospectus Supplement shall
have been
filed with the Commission within the time period prescribed by the
Commission.
(b) The Company shall have delivered to you a certificate, dated
the
Closing Date, of any president or vice president of the Company to
the effect
that the signatory of such certificate has carefully examined this
Agreement and
the Prospectus and that: (i) the representations and warranties of
the Company
in this Agreement are true and correct in all material respects on
and as of the
Closing Date with the same effect as if made on the Closing Date,
(ii) the
Company has complied with all the agreements and satisfied all the
conditions on
its part to be performed or satisfied on or prior to the Closing
Date, (iii) no
stop order suspending the effectiveness of the Registration
Statement has been
issued and no proceedings for that purpose have been instituted or,
to the
Company's knowledge, threatened, and (iv) nothing has come to
his/her attention
that would lead him/her to believe that the Prospectus contains any
untrue
statement of a material fact or omits to state any material fact
necessary in
order to make the statements therein, in light of the circumstances
under which
they were made, not misleading.
(c) a good standing certificate regarding the Company from the
Secretary of State of the State of Delaware, dated not earlier than
30 days
prior to the Closing Date;
(d) an officer's certificate, dated the Closing Date and signed
by
the secretary or an assistant secretary of the Company, to the
effect that each
individual who, as an officer or representative of the Company,
signed this
Agreement, the Mortgage Loan Purchase Agreements, the Pooling and
Servicing
Agreement or any other document or certificate delivered on or
before the
Closing Date in connection with the tr
