Common use of INTRODUCTORY STATEMENT Clause in Contracts

INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), (b) that certain Promissory Note A-5, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Gxxxxxx Sxxxx Bank USA (together with its successors in interest, “GS Bank”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO Hxxxxx Bank N.A. (together with its successors in interest, “BMO Hxxxxx”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO Hxxxxx such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise

Appears in 9 contracts

Samples: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)

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INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 300,000,000 (the “Mortgage Loan”), that as of the Closing Date is evidenced by the following promissory notes: (a) that certain Promissory Note A-4A-1, dated November 26February 4, 2019 2022 in the original principal amount of $400,000 22,600,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. Bank of Montreal (together with its successors in interest, “CREFIBMO”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1”); (b) that certain Promissory Note A-2, dated February 4, 2022 in the original principal amount of $22,600,000 made by the Borrower in favor of Starwood Mortgage Capital LLC (together with its successors in interest, “SMC”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2”); (c) that certain Promissory Note A-3, dated February 4, 2022 in the original principal amount of $20,000,000.00 made by the Borrower in favor of BMO (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-3”); (d) that certain Promissory Note A-4, dated February 4, 2022 in the original principal amount of $20,000,000.00 made by the Borrower in favor of BMO (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), ; (be) that certain Promissory Note A-5, dated November 26February 4, 2019 2022 in the original principal amount of $200,000 13,900,000.00 made by the Borrower in favor of Gxxxxxx Sxxxx Bank USA (together with its successors in interest, “GS Bank”) SMC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), ; (cf) that certain Promissory Note A-6, dated November 26February 4, 2019 2022 in the original principal amount of $200,000 13,900,000.00 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) SMC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (dg) that certain Promissory Note A-7B-1, dated November 26February 4, 2019 2022 in the original principal amount of $200,000 88,500,000.00 made by the Borrower in favor of BMO Hxxxxx Bank N.A. (together with its successors in interest, “BMO Hxxxxx”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (fg) that certain Promissory Note B-2, dated November 26February 4, 2019 2022 in the original principal amount of $42,640,000 88,500,000.00 made by the Borrower in favor of GS Bank) SMC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”; and each of Note X-0, Xxxx X-0, Xxxx X-0, Note A-4, Note A-5, Note A-6, Note B-1 and Note B-2, a “Note”, and together, the “Notes”); . The Mortgage Loan was originated by BMO (gacting through its Chicago branch) and SMC pursuant to that certain Promissory Note B-3Loan Agreement, dated November 26as of February 4, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI 2022 (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the Note B-3Mortgage Loan Agreement”); , by and between BMO and SMC as lender, and Broadway 26 Waterview LLC, as borrower (h) that certain Promissory Note B-4together with its permitted successors and assigns in such capacity under the Mortgage Loan Agreement and the other Mortgage Loan Documents, dated November 26the “Borrower”). As of the Cut-off Date, 2019 in the original outstanding principal balance of the Trust Loan is $222,200,000, the aggregate outstanding principal balance of the Companion Loans is $67,800,000, and the outstanding principal amount of the Mortgage Loan is $42,640,000 made by the Borrower in favor of BMO Hxxxxx such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise290,000,000.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 350,000,000 (the “Mortgage Loan”), that as of the Closing Date is evidenced by the following promissory notes: (a) that certain Promissory Note A-4A-1, dated November March 26, 2019 2021 in the original principal amount of $400,000 50,971,429 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4A-1”), ; (b) that certain Promissory Note A-5A-2, dated November March 26, 2019 2021 in the original principal amount of $200,000 34,142,857 made by the Borrower in favor of Gxxxxxx Sxxxx Bank USA of America, N.A. (together with its successors in interest, “GS BankBANA”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2”); (c) that certain Promissory Note A-3, dated March 26, 2021 in the original principal amount of $50,485,714 made by the Borrower in favor of BMO Xxxxxx Bank N.A. (together with its successors in interest, “BMO Xxxxxx”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-3”); (d) that certain Promissory Note A-4, dated March 26, 2021 in the original principal amount of $50,000,000 made by the Borrower in favor of CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”); (e) that certain Promissory Note A-5, dated March 26, 2021 in the original principal amount of $50,000,000 made by the Borrower in favor of BANA (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO Hxxxxx Bank N.A. (together with its successors in interest, “BMO Hxxxxx”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (ef) that certain Promissory Note B-1, dated November March 26, 2019 2021 in the original principal amount of $85,280,000 49,028,571 made by the Borrower (as defined below) in favor of CREFI) CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (fg) that certain Promissory Note B-2, dated November March 26, 2019 2021 in the original principal amount of $42,640,000 40,857,143 made by the Borrower in favor of GS Bank) BANA (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); and (gh) that certain Promissory Note B-3, dated November March 26, 2019 2021 in the original principal amount of $42,640,000 24,514,286 made by the Borrower in favor of BCREI BMO Xxxxxx (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”; and each of Note X-0, Xxxx X-0, Xxxx X-0, Note A-4, Note A-5, Note B-1, Note B-2 and Note B-3, a “Note”, and together, the “Notes”); (h) . The Mortgage Loan was originated by CREFI, BANA and BMO Xxxxxx pursuant to that certain Promissory Note B-4Loan Agreement, dated November as of March 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO Hxxxxx such promissory note, 2021 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the Note B-4Mortgage Loan Agreement”); , by and between CREFI, BANA and BMO Xxxxxx as lender, and 909 Third Company, L.P., as borrower (i) that certain Promissory Note A-1together with its permitted successors and assigns in such capacity under the Mortgage Loan Agreement and the other Mortgage Loan Documents, the “Borrower”). As of the Cut-1off Date, dated November 26the outstanding principal balance of the Trust Loan is $250,000,000, 2019 in the original aggregate outstanding principal balance of the Companion Loans is $100,000,000, and the outstanding principal amount of the Mortgage Loan is $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise350,000,000.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)

INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate commercial mortgage loan in the original principal amount of $800,000,000 500,000,000 (the “Mortgage Loan”), evidenced by the following five componentized promissory notes: , consisting of (a) that certain Promissory Note A-4three promissory notes, dated November 26February 7, 2019 2025 in the aggregate original principal amount of $400,000 400,000,000, made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory notenotes, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4CREFI Notes”), and (b) that certain Promissory Note A-5two promissory notes, dated November 26February 7, 2019 2025 in the aggregate original principal amount of $200,000 100,000,000, made by the Borrower in favor of Gxxxxxx Sxxxx Bank USA JPMorgan Chase Bank, National Association (together with its successors in interest, GS BankJPMCB”) (such promissory notenotes, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5JPMCB Notes”, and together with CREFI Notes, each a “Note” and, collectively, the “Notes”). The Mortgage Loan was originated by CREFI and JPMCB pursuant to that certain Loan Agreement, dated as of February 7, 2025 (such loan agreement, as the same has been to the date hereof, and may hereafter be further, amended, restated, supplemented or otherwise modified, the “Mortgage Loan Agreement”), by and between CREFI and JPMCB, as lenders, and Xxxxxx-Xxxx Xxxx Owner LLC, as borrower (c) that certain Promissory Note A-6the “Borrower”). As of the Closing Date, dated November 26the aggregate outstanding principal balance of the Trust Loan was $435,000,000, 2019 in the original aggregate outstanding principal balance of the Companion Loan was $65,000,000, and the outstanding principal amount of the Mortgage Loan was $200,000 made 500,000,000. Note A-1 and Note A-4 are each referred to herein as a “Trust Note” or a “Trust Loan Note” and are collectively referred to herein as the “Trust Notes” or the “Trust Loan Notes”. The portion of the Mortgage Loan evidenced by the Borrower Trust Notes is referred to herein as the “Trust Loan”. Note A-2, Note A-3 and Note A-5 are each referred to herein as a “Component Loan Note” and are collectively referred to herein as the “Companion Loan Notes”. The portion of the Mortgage Loan evidenced by the Companion Loan Notes is referred to herein as the “Companion Loan”. The Trust Loan was sold and assigned by CREFI and JPMCB to the Depositor pursuant to: (i) in favor the case of Barclays Capital Real Estate Inc. the portion of the Trust Loan evidenced by Note A-1, that certain Trust Loan Purchase Agreement, dated as of February 13, 2025 (together with its successors the “CREFI Trust Loan Purchase Agreement”), by and between CREFI and the Depositor; and (ii) in interestthe case of the portion of the Trust Loan evidenced by Note A-4, that certain Trust Loan Purchase Agreement, dated as of February 13, 2025 (the BCREIJPMCB Trust Loan Purchase Agreement) ), by and between JPMCB and the Depositor. The CREFI Trust Loan Purchase Agreement and the JPMCB Trust Loan Purchase Agreement are each referred to herein as a “Trust Loan Purchase Agreement” and, collectively, as the “Trust Loan Purchase Agreements”. The respective rights and obligations of the holders of the Notes are governed by the terms and provisions of that certain Agreement Between Noteholders, dated as of the Origination Date (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the Note A-6Co-Lender Agreement”); (d) that certain Promissory Note A-7, dated November 26by and between CREFI, 2019 as initial holder of the CREFI Notes, and JPMCB, as initial holder of the JPMCB Notes. The Depositor has, in turn, transferred the Trust Loan to the Trust pursuant to this Agreement. In exchange for the Trust Loan, the Trust shall issue to or at the direction of the Depositor the Class A, Class B, Class C, Class HRR, Class ELP and Class R Certificates, which in the original aggregate will evidence the entire beneficial interest in the Trust Fund. As provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund (excluding the Excess Liquidation Proceeds Option) for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC” and, each, a “REMIC”). The Class A, Class B, Class C and Class HRR Certificates (collectively, the “Regular Certificates”) represent “regular interests” in the Upper-Tier REMIC. The Class LA, Class LB, Class LC and Class LHRR Uncertificated Interests (collectively, the “Uncertificated Lower-Tier Interests”) represent “regular interests” in the Lower-Tier REMIC. The Class R Certificates will evidence the sole Class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. For the purpose of computing interest payable from time to time on the principal amount of $200,000 made the Trust Loan and certain other computations, the principal balance of the Trust Loan is divided into the following four Trust Loan Components: Trust Loan Component A; Trust Loan Component B; Trust Loan Component C; and Trust Loan Component HRR. Each Class of Principal Balance Certificates corresponds to the Trust Loan Component that has the same alphabetical designation. Each Class of Principal Balance Certificates has an initial Certificate Balance equal to the principal balance as of the Closing Date of the corresponding Trust Loan Component. The Trust Fund consists principally of the Trust Notes and, insofar as they evidence, secure, guarantee or otherwise relate to the Trust Loan, the Mortgage and the related Mortgage Loan Documents. The Depositor intends to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities laws. The respective Classes of Regular Certificates shall evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Borrower in favor of BMO Hxxxxx Bank N.A. Class R Certificates. The following table sets forth the class designation, the Pass-Through Rate and the initial Certificate Balance (together with its successors in interest, the BMO HxxxxxInitial Certificate Balance”) (such promissory notefor each Class of Regular Certificates and the Class UT-R Interest, as which comprise the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 interests in the original principal amount Upper-Tier REMIC created hereunder: Class A 5.66371%(2) $310,500,000 Class B 5.92781%(2) $56,900,000 Class C 6.17213%(2) $45,400,000 Class HRR 9.26541%(2) $22,200,000 Class UT-R(3) N/A N/A (1) Interest will be calculated on the Principal Balance Certificates on a 30/360 Basis. (2) Represents the approximate initial related Pass-Through Rate. For any Distribution Date, the Pass-Through Rate on each Class of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (Principal Balance Certificates will be a per annum rate equal to the Adjusted Net Component Rate for the Related Trust Loan Component for such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO Hxxxxx such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwiseDistribution Date.

Appears in 1 contract

Samples: Trust and Servicing Agreement (BMO 2025-C11 Mortgage Trust)

INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 400,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4A-1, dated November 26February 18, 2019 2020 in the original principal amount of $400,000 213,400,000 made by the Borrower Borrowers (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4A-1”), (b) that certain Promissory Note A-5B, dated November 26February 18, 2019 2020 in the original principal amount of $200,000 136,600,000 made by the Borrower Borrowers in favor of Gxxxxxx Sxxxx Bank USA (together with its successors in interest, “GS Bank”) CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5B”), (c) that certain Promissory Note A-6A-2, dated November 26February 18, 2019 2020 in the original principal amount of $200,000 30,000,000 made by the Borrower Borrowers in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6A-2”); , and (d) that certain Promissory Note A-7A-3, dated November 26February 18, 2019 2020 in the original principal amount of $200,000 20,000,000 made by the Borrower Borrowers in favor of BMO Hxxxxx Bank N.A. (together with its successors in interest, “BMO Hxxxxx”) CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7A-3”); (e) . The Mortgage Loan was originated by CREFI pursuant to that certain Promissory Note B-1Mortgage Loan Agreement, dated November 26as of December 12, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory noteloan agreement, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the Note B-1Mortgage Loan Agreement”); , by and between 000 Xxxxx Xxxxxx LLC, 000 Xxxxx Xxxxxx II LLC, 000 Xxxxx Xxxxxx TRS LLC and 000 Xxxxx Xxxxxx CF LLC, each a Delaware limited liability company, as borrowers (f) that certain Promissory Note B-2, dated November 26, 2019 collectively with each other and with their respective successors and permitted assigns in such capacity under the Mortgage Loan Agreement and the other Loan Documents (as defined in the original Mortgage Loan Agreement), the “Borrowers”), and CREFI, as lender. As of the Closing Date, the aggregate outstanding principal balance of the Trust Loan is $350,000,000, the aggregate outstanding principal balance of the Companion Loans is $50,000,000, and the aggregate outstanding principal amount of the Mortgage Loan is $42,640,000 made 400,000,000. Note A-1 is referred to herein as the “Senior Trust Note”. Note B is referred to herein as the “Junior Trust Note”. Each of the Senior Trust Note and the Junior Trust Note are referred to herein as a “Trust Note” or a “Trust Loan Note”. The portion of the Mortgage Loan evidenced by the Borrower in favor of GS Bank) (such promissory note, Trust Notes is referred to herein as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, Trust Loan”. Note B-2”); (g) that certain Promissory A-2 and Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO Hxxxxx such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwiseA-3

Appears in 1 contract

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)

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INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), (b) that certain Promissory Note A-5, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Gxxxxxx Sxxxx Xxxxxxx Xxxxx Bank USA (together with its successors in interest, “GS Bank”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO Hxxxxx Xxxxxx Bank N.A. (together with its successors in interest, “BMO HxxxxxXxxxxx”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO Hxxxxx Xxxxxx such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise

Appears in 1 contract

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2020-C7)

INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain ten (10)-year fixed rate mortgage loan in evidenced by twenty-four promissory notes (collectively, the original principal amount “Notes”). Such mortgage loan was co-originated by JPMorgan Chase Bank, National Association (“JPMCB”), Column Financial, Inc. (“Column Financial”), Barclays Bank PLC (“Barclays Bank”) and Xxxxxx Xxxxxxx Bank, N.A. (“MS Bank”) pursuant to that certain Loan Agreement, dated as of $800,000,000 February 24, 2015 (as further amended from time to time, the “Mortgage LoanLoan Agreement”), evidenced by and among JPMCB, Column Financial, Barclays Bank and MS Bank and HG Galleria, LLC and SA Galleria, LLC (collectively, the following promissory notes: “Borrower”). As of the Closing Date, the aggregate outstanding principal balance of the Mortgage Loan is $1,200,000,000. The Whole Loan consists of (a) a portion that certain Promissory Note A-4, dated November 26, 2019 in has an unpaid principal balance as of the original principal amount Cut-off Date of $400,000 made 1,050,000,000, and is evidenced by the Borrower Promissory Notes X-0-X, X-0-X, X-0-X, X-0-X, X-0-X, B-2-A, B-3-A, X-0-X, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, E-1, E-2, E-3, and E-4, (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the Note A-4Trust Notes”), and (b) a portion (that certain Promissory Note A-5, dated November 26, 2019 in has an unpaid principal balance as of the original principal amount Cut-off Date of $200,000 made 150,000,000, and is evidenced by the Borrower in favor of Gxxxxxx Sxxxx Bank USA Promissory Notes X-0-X, X-0-X, X-0-X, and B-2-B (together with its successors in interest, “GS Bank”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the Note A-5Companion Loan Notes”) Promissory Notes A-1-B and A-2-B are collectively referred to herein as the “Companion Loan A Notes”, and Promissory Notes B-1-B and B-2-B are collectively referred to herein as the “Companion Loan B Notes”. The Trust Notes and the Companion Loan Notes are collectively referred to herein as the “Notes” and, each, as a “Note”. As of the Closing Date, the aggregate outstanding principal balance of the Trust Notes are $1,050,000,000 (the “Mortgage Loan”). The Mortgage Loan was sold and assigned by JPMCB, Column Financial, Barclays Bank and MSMCH (in such capacity, the “Loan Sellers”) to the Depositor pursuant to a mortgage loan purchase and sale agreement, dated as of March 30, 2015 (the “Loan Purchase Agreement”), by and among the Loan Sellers and the Depositor. As of the Closing Date, Promissory Notes A-1-B and A-2-B were held by JPMCB, and Promissory Notes B-1-B and B-2-B were held by Barclays Bank. The relative rights of the respective lenders in respect of the Whole Loan are set forth in a co-lender agreement dated as of March 30, 2015 (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modifiedmodified from time to time, the Note A-6Co-Lender Agreement”); , between the holders of the Trust Notes and the holders of the Companion Loan Notes. From and after the Closing Date, the entire Whole Loan is to be serviced and administered in accordance with this Agreement. As provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund for federal income tax purposes as two separate real estate mortgage investment conduits (d) that certain Promissory Note A-7the “Upper-Tier REMIC” and the “Lower-Tier REMIC” and, dated November 26each, 2019 a “REMIC”). Each Class of Regular Certificates will represent a single Class of “regular interests” in the original principal amount Upper-Tier REMIC, as further described herein. Each Class of $200,000 made Uncertificated Lower-Tier Interests will represent a single class of “regular interests” in the Lower-Tier REMIC as further described herein. The Class R Certificates will evidence the sole Class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. In exchange for the Mortgage Loan and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class A-1A1, Class A-1A2, Class X-CP, Class X-NCP, Class B, Class C, Class D, Class E and Class R Certificates (collectively, the “Certificates”), which Certificates in the aggregate will evidence the entire ownership interest in the Trust. The Trust Fund consists principally of the Mortgage Loan, the Mortgage Loan Documents (exclusive of the rights of the Companion Loan Holders thereunder) and all payments under, and proceeds of, the Mortgage Loan following the Cut-off Date. The Depositor intends to sell the Certificates (other than the Direct Sale Certificates) to the Initial Purchasers, and the Depositor intends to sell the Direct Sale Certificates to JPMCB, in an offering exempt from the registration requirements of the federal securities laws. As further described in Section 2.9, the Class A-1A1, Class A-1A2, Class X-CP, Class X-NCP, Class B, Class C, Class D and Class E Certificates will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Borrower in favor of BMO Hxxxxx Bank N.A. Class R Certificates. The following table sets forth the class designation, the Pass-Through Rate and the aggregate initial Certificate Balance (together with its successors in interest, the BMO HxxxxxOriginal Certificate Balance”) or Notional Amount (such promissory note“Original Notional Amount”), as applicable, for each Class of Certificates and the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 Class UT-R Interest comprising the interests in the original principal amount of Upper-Tier REMIC created hereunder: Class Designation Pass-Through Rate (per annum) Original Certificate Balance or Original Notional Amount Class A-1A1 3.086563% $85,280,000 made by the Borrower (as defined below100,000,000 Class A-1A2 3.086563% $500,600,000 Class X-CP Variable IO(1) in favor of CREFI$1,050,000,000 Class X-NCP Variable IO(2) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”$1,050,000,000 Class B 3.186011% $133,400,000 Class C 3.549096% $76,000,000 Class D 3.982314% $155,000,000 Class E 4.535037% $85,000,000 Class UT-R None(3) None(3); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO Hxxxxx such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise

Appears in 1 contract

Samples: Trust and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28)

INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 298,000,000 (the “Mortgage Loan”), that as of the Closing Date is evidenced by the following promissory notes: (a) that certain Promissory Note A-4A-1, dated November 26October 30, 2019 2020 in the original principal amount of $400,000 156,900,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4A-1”), ; (b) that certain Promissory Note A-5A-2, dated November 26October 30, 2019 2020 in the original principal amount of $200,000 60,000,000 made by the Borrower in favor of Gxxxxxx Sxxxx Bank USA (together with its successors in interest, “GS Bank”) CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6A-2”); and (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO Hxxxxx Bank N.A. (together with its successors in interest, “BMO Hxxxxx”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (ec) that certain Promissory Note B-1, dated November 26October 30, 2019 2020 in the original principal amount of $85,280,000 81,100,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); . Note X-0, Xxxx X-0, and Note B-1 (fincluding in each such case any New Notes (as defined in the Co-Lender Agreement referred to below) or other amended and restated or additional promissory notes issued in replacement thereof) are collectively referred to herein as the “Notes”, and each as a “Note”. The Mortgage Loan was originated by CREFI pursuant to that certain Promissory Note B-2Loan Agreement, dated November 26as of October 30, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) 2020 (such promissory noteloan agreement, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the Note B-2Mortgage Loan Agreement”); , by and between CREFI, as lender, and 000 Xxxx Xxxxxx LLC, as borrower (gtogether with its successors and assigns in such capacity under the Mortgage Loan Agreement and the other Mortgage Loan Documents, the “Borrower”). Note A-1 is also referred to herein as the “Senior Trust Note”. Note B-1 is also referred to herein as the “Junior Trust Note”. Each of the Senior Trust Note and the Junior Trust Note is referred to herein as a “Trust Note” or a “Trust Loan Note” and are collectively referred to herein as the “Trust Notes” or the “Trust Loan Notes”. The portion of the Mortgage Loan evidenced by the Trust Notes is referred to herein as the “Trust Loan”. Any Note that is not a Trust Note is referred to herein as a “Companion Loan Note”. The portion of the Mortgage Loan evidenced by each Companion Loan Note is referred to herein as a “Companion Loan”. The Senior Trust Note and the Companion Loan Note(s) that certain Promissory Note B-3are collectively referred to herein as the “Senior Notes” and each as a “Senior Note”. As of the Cut-off Date, dated November 26the aggregate outstanding principal balance of the Trust Loan is $238,000,000, 2019 in the original aggregate outstanding principal balance of the Companion Loan is $60,000,000, and the aggregate outstanding principal amount of the Mortgage Loan is $42,640,000 made 298,000,000. The Trust Loan was sold and assigned by CREFI to the Depositor pursuant to that certain Trust Loan Purchase Agreement, dated as of November 6, 2020 (the “Trust Loan Purchase Agreement”), by and between CREFI and the Depositor. The respective rights and obligations of the holders of the Notes are governed by the Borrower in favor terms and provisions of BCREI that certain Agreement Between Noteholders, dated as of the Closing Date (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the Note B-3Co-Lender Agreement”); (h) that certain Promissory , by and between CREFI, as initial holder of Note B-4A-1, dated November 26CREFI, 2019 as initial holder of Note A-2, CREFI, as initial holder of Note B-1, and CREFI, as initial agent. The Depositor has, in turn, transferred the Trust Loan to the Trust pursuant to this Agreement. In exchange for the Trust Loan, the Trust shall issue to or at the direction of the Depositor the Class A, Class X, Class B, Class C, Class D, Class E, Class HRR and Class R Certificates, which in the original principal amount aggregate will evidence the entire beneficial interest in the Trust Fund. As provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of $42,640,000 made the Trust Fund for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, respectively, and each, a “REMIC”). The Class A, Class X, Class B, Class C, Class D, Class E and Class HRR Certificates represent “regular interests” in the Upper-Tier REMIC. The Class LA, Class LB, Class LC, Class LD, Class LE and Class LHRR Uncertificated Interests represent “regular interests” in the Lower-Tier REMIC. The Class R Certificates will evidence the sole class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. The Trust Fund consists principally of the Trust Notes and, insofar as they evidence, secure, guarantee or otherwise relate to the Trust Loan, the Mortgage and the related Mortgage Loan Documents. The Depositor intends to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities laws. The Class A, Class X, Class B, Class C, Class D, Class E and Class HRR Certificates shall evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Borrower in favor of BMO Hxxxxx such promissory noteClass R Certificates. The following table sets forth the class designation, the approximate initial Pass-Through Rate and the initial Certificate Balance (the “Initial Certificate Balance”) or Notional Amount (the “Initial Notional Amount”), as applicable, for each Class of Regular Certificates and the same may hereafter be amendedClass UT-R Interest, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 which comprise the interests in the original principal amount of Upper-Tier REMIC created hereunder: Class A 2.45600%(2) $50,000,000 made by the Borrower (as defined below120,731,000 Class X 0.80131%(3) in favor of CREFI$139,539,000(4) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwiseClass B 2.86000%(2) $18,808,000 Class C 3.31177%(5) $17,361,000 Class D 3.31177%(5) $28,500,000 Class E 3.31177%(5) $37,150,000 Class HRR 3.31177%(5) $15,450,000 Class UT-R(6) N/A(6) N/A(6)

Appears in 1 contract

Samples: Trust and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)

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