Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President Underwriting Agreement, dated as of March 15, 2024. Certificates: BBCMS Mortgage Trust 2024-5C25, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 Class A-1 $821,000 $821,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869% Class X-A $620,471,000(2) $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 $0 $0 $0 $0 $0 $0 $0 $0 6.35800% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634% (1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March 1, 2024 to but not including the Closing Date. (2) Notional amount.
Appears in 2 contracts
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2024-5c25), Underwriting Agreement (BBCMS Mortgage Trust 2024-5c25)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory CEO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President Underwriting Agreement, dated as of March 15January 24, 20242025. Certificates: BBCMS Mortgage Trust 20242025-5C25C32, Commercial Mortgage Pass-Through Certificates, Series 20242025-5C25 C32 Class A-1 $821,000 10,063,000 $821,000 10,063,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900$0 4.96800% 99.9997499.99822% Class A-3 $619,650,000 16,952,000 $614,100,000 16,952,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 $3,050,000 5.946000 $0 5.60800% 102.99869100.99672% Class A-4 $52,035,000 $52,035,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.43300% 100.99692% Class A-5 $601,965,000 $601,965,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.72000% 102.99720% Class A-SB $18,800,000 $18,800,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.70400% 102.99673% Class X-A $620,471,000(2699,815,000(2) $620,471,000(2699,815,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017271.12959% 3.568036.39557% Class A-S $96,395,000 67,482,000 $96,395,000 55,482,000 $0 $0 $0 $0 $0 $0 $0 4,000,000 $8,000,000 $0 6.358005.93000% 102.99710102.99478% Class B $43,211,000 38,740,000 $43,211,000 37,240,000 $0 $0 $0 $0 $0 $0 $1,500,000 $0 $0 6.151006.13000% 99.99713102.99346% Class C $32,132,000 53,736,000 $32,132,000 51,736,000 $0 $0 $0 $0 $0 $0 $2,000,000 $0 $0 6.643006.12500% 99.9963499.99871%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March February 1, 2024 2025 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2025-C32)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject with respect to the requirements of Section 21any Covered Party, no other party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party Covered Party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any other party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) The requirements of Section 17(a) and 17(b) apply notwithstanding Section 18(a). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Depositor a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among by and between the DepositorUnderwriters, Barclays Holdings MSMCH and the several UnderwritersDepositor in accordance with its terms. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President BARCLAYS XXXXXX XXXXXXX CAPITAL HOLDINGS I INC. By: /s/ Xxxxxxx Xxxxx Xxxx Xxx Name: Xxxxxxx Xxxxx Xxxx Xxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted Vice President XXXXXX XXXXXXX MORTGAGE CAPITAL HOLDINGS LLC By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President as of the date first above written: XXXXXX XXXXXXX & CO. BARCLAYS CAPITAL INC. LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Head of Fixed Income 000 Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIESNew York, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. New York 10022 By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx Xxxxx X. Xxxxx Title: President Principal 000 Xxxxx Xxxxxx, 0xx Floor New York, New York 10019 The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-227446) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. Please see additional important information and qualifications at the end of this Term Sheet. Underwriting Agreement, dated as of March 151, 2024. Certificates: BBCMS Mortgage Trust 20242019 Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $13,543,200 A-1 Cantor Xxxxxxxxxx & Co. $2,656,800 A-1 The Xxxxxxxx Capital Group, L.P. $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $14,295,600 A-2 Cantor Xxxxxxxxxx & Co. $2,804,400 A-2 The Xxxxxxxx Capital Group, L.P. $0 A-2 Xxxxxx Xxxxxxx & Co. LLC $23,742,400 A-5C25XX Xxxxxx Xxxxxxxxxx & Co. $4,657,600 A-SB The Xxxxxxxx Capital Group, Commercial Mortgage L.P. $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $182,498,800 A-3 Cantor Xxxxxxxxxx & Co. $35,801,200 A-3 The Xxxxxxxx Capital Group, L.P. $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $301,955,676 A-4 Cantor Xxxxxxxxxx & Co. $59,235,324 A-4 The Xxxxxxxx Capital Group, L.P. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $536,035,676 X-A Cantor Xxxxxxxxxx & Co. $105,155,324 X-A The Xxxxxxxx Capital Group, L.P. $0 X-A Xxxxxx Xxxxxxx & Co. LLC $106,249,748 X-B Cantor Xxxxxxxxxx & Co. $20,843,252 X-B The Xxxxxxxx Capital Group, L.P. $0 X-B Xxxxxx Xxxxxxx & Co. LLC $68,918,168 A-S Cantor Xxxxxxxxxx & Co. $13,519,832 A-S The Xxxxxxxx Capital Group, L.P. $0 A-S Xxxxxx Xxxxxxx & Co. LLC $37,331,580 B Cantor Xxxxxxxxxx & Co. $7,323,420 B The Xxxxxxxx Capital Group, L.P. $0 B Xxxxxx Xxxxxxx & Co. LLC $34,459,084 C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Cantor Xxxxxxxxxx & Co. $6,759,916 C The Xxxxxxxx Capital Group, L.P. $0 C Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Certificates, Series 2024-5C25 Class A-1 $821,000 $821,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869% Class X-A $620,471,000(2Rate(2) $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 $0 $0 $0 $0 $0 $0 $0 $0 6.35800% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634%Purchase Price(3)
(1) Subject to a variance of plus or minus 5.0%.
(2) Rate per annum.
(3) Expressed as a percentage of the aggregate Certificate Balance principal amount or Notional Amountnotional amount, as applicable, of the relevant Class class of Offered Certificates to be purchased. There shall be added to the The purchase price for each class of the Offered Certificates shown is net of accrued interest. The purchase price to be paid for each Class of the Offered Certificates will include accrued interest at the related initial Pass-Through Rate therefor on the aggregate stated principal amount thereof or notional amount, as applicable, of such Class to be purchased from March 1, 2024 2019 to but not including the Closing Date. The purchase price does not reflect any underwriting discount.
(24) Notional amountThe Class X-A and Class X-B certificates do not have principal amounts. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S and Class B certificates.
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Capital I Trust 2019-L2)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Underwriters Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Dxxxxx Xxxxxx Xxxxxxx Name: Dxxxxx Xxxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory CEO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Lxxxx Xxxxxxx Name: Xxxxx Lxxxx Xxxxxxx Title: Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Officer BXXXXXXX CAPITAL, LLC By: /s/ Cxxxxxx X. Xxxxx Name: Cxxxxxx X. Xxxxx Title: CCO BMO CAPITAL MARKETS CORP. By: /s/ Mxxxxxx Xxxxxxxxxxx Name: Mxxxxxx Xxxxxxxxxxx Title: Managing Director DXXXXX XXXXXXXX, LLC By: /s/ Sxxxx Xxxx Name: Sxxxx Xxxx Title: VP of Securitized Products KEYBANC CAPITAL MARKETS INC. By: /s/ Wxxxxx Xxxxxx Name: Wxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Mxxx Xxxxx Name: Xxxx Mxxx Xxxxx Title: Director By: /s/ XxxxxxRxxxxx-Xxxxxxxxxxx Xxxxx Name: XxxxxxRxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Jxx Xxxxxxx Name: Xxx Jxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President Underwriting Agreement, dated as of March 15April 10, 20242023. Certificates: BBCMS Mortgage Trust 20242023-5C25C19, Commercial Mortgage Pass-Through Certificates, Series 20242023-5C25 C19 Class A-1 $821,000 5,251,000 $821,000 5,251,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489005.69800% 99.9997499.99995% Class A-3 A-2A $619,650,000 120,000,000 $614,100,000 120,000,000 $0 $0 $0 $0 $0 $0 5.75600% 100.99828% Class A-2B $2,500,000 176,000,000 $3,050,000 5.94600176,000,000 $0 $0 $0 $0 $0 $0 5.75300% 102.99869100.99609% Class A-5 $287,500,000 $280,755,000 $0 $0 $0 $0 $0 $6,745,000 5.45100% 102.99849% Class A-SB $5,800,000 $5,800,000 $0 $0 $0 $0 $0 $0 5.70000% 102.99527% Class X-A $620,471,000(2594,551,000(2) $620,471,000(2594,551,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.77874% 5.040795.03896% Class X-B $171,738,000(2140,144,000(2) $171,738,000(2140,144,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.24150% 3.568032.41612% Class A-S $96,395,000 100,861,000 $96,395,000 100,861,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.07000% 102.99710102.99349% Class B $43,211,000 39,283,000 $43,211,000 39,283,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.33331% 99.9971399.99598% Class C $32,132,000 33,974,000 $32,132,000 33,974,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643006.38531% 99.9963491.24470%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March April 1, 2024 2023 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2023-C19)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Vice President Chief Executive Officer BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Managing Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, UBS SECURITIES LLC By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx Xxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer XXXXXXXX FINANCIAL GROUP, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President Underwriting Agreement, dated as of March 15January 29, 2024. Certificates: BBCMS Mortgage Trust 2024-5C25C24, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 C24 Class A-1 $821,000 8,900,000 $821,000 8,900,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489005.22900% 99.9997499.99982% Class A-3 A-2 $619,650,000 96,400,000 $614,100,000 95,400,000 $0 $0 $0 $0 $0 $0 $2,500,000 1,000,000 6.11400% 102.99693% Class A-5 $3,050,000 5.94600367,580,000 $363,850,000 $0 $0 $0 $0 $0 $0 $3,730,000 5.41900% 102.99869102.99411% Class A-SB $12,711,000 $12,711,000 $0 $0 $0 $0 $0 $0 $0 5.59800% 102.99591% Class X-A $620,471,000(2485,591,000(2) $620,471,000(2485,591,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.62560% 5.0407911.05188% Class X-B $171,738,000(2141,341,000(2) $171,738,000(2141,341,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017271.33112% 3.5680310.11405% Class A-S $96,395,000 86,712,000 $96,395,000 86,712,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358005.86700% 102.99710102.99852% Class B $43,211,000 32,951,000 $43,211,000 32,951,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151005.71800% 99.9971399.99383% Class C $32,132,000 21,678,000 $32,132,000 21,678,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643006.00000% 99.9963497.38870%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March February 1, 2024 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2024-C24)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Lxxxx Xxxxxxx Name: Xxxxxx Lxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Sxxxxxx Xxxxx Name: Xxxxxxx Sxxxxxx Xxxxx Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Dxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Dxxxxx Xxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Jxx Xxxxxxx Name: Xxx Jxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Axxxxx Xxxxx Name: Xxxxxx Xxxxxx Axxxxx Xxxxx Title: Managing Director XXXXXX UBS SECURITIES LLC By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Associate Director By: /s/ Nxxxxxxx Xxxxxxx Name: Nxxxxxxx Xxxxxxx Title: Executive Director BXXXXXXX CAPITAL, LLC By: /s/ Sxxxxx X. Xxxxx Name: Sxxxxx X. Xxxxx Title: Managing Director DXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Sxxxx Xxxx Name: Xxxxx Sxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President Underwriting Agreement, dated as of March 15June 25, 20242021. Certificates: BBCMS Mortgage Trust 20242021-5C25C10, Commercial Mortgage Pass-Through Certificates, Series 20242021-5C25 C10 Class A-1 $821,000 23,478,000 $821,000 20,978,000 $0 $0 $0 $0 $2,500,000 0.77000% 99.9981% Class A-2 $24,100,000 $18,600,000 $0 $0 $5,500,000 $0 $0 2.07100% 102.9978% Class A-5 $480,300,000 $468,300,000 $0 $0 $2,000,000 $0 $10,000,000 2.49200% 102.9980% Class A-SB $40,774,000 $40,774,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489002.26800% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869102.9955% Class X-A $620,471,000(2568,652,000(2) $620,471,000(2432,650,000(2) $136,002,000(2) $0(2) $0(2) $0(2) $0(2) 1.43394% 10.0575% Class X-B $146,225,000(2) $146,225,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.14569% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568039.1445% Class A-S $96,395,000 75,144,000 $96,395,000 75,144,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358002.68400% 102.99710102.9969% Class B $43,211,000 35,540,000 $43,211,000 35,540,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151002.49200% 99.9971399.9919% Class C $32,132,000 35,541,000 $32,132,000 35,541,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643002.84000% 99.9963499.9928%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March July 1, 2024 2021 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2021-C10)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Vice President Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director BBCMS 2024-C26 – Underwriting Agreement UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director BOFA SECURITIES, INC. By: /s/ Xxxxxx X. Xxxxx, III Name: Xxxxxx X. Xxxxx, III Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President Underwriting Agreement, dated as of March 15May 9, 2024. Certificates: BBCMS Mortgage Trust 2024-5C25C26, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 C26 Class A-1 $821,000 7,000,000 $821,000 7,000,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489005.59400% 99.9997499.99832% Class A-3 A-2 $619,650,000 15,000,000 $614,100,000 15,000,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 $3,050,000 5.946000 6.67600% 102.99869102.99617% Class A-4 $50,000,000 $49,000,000 $0 $0 $0 $0 $0 $0 $0 $1,000,000 5.54900% 100.99498% Class A-5 $484,700,000 $482,700,000 $0 $0 $0 $0 $0 $0 $2,000,000 $0 5.82900% 102.99430% Class A-SB $10,497,000 $10,497,000 $0 $0 $0 $0 $0 $0 $0 $0 5.99000% 102.99974% Class X-A $620,471,000(2567,197,000(2) $620,471,000(2567,197,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.24209% 5.040797.79851% Class X-B $171,738,000(2156,993,000(2) $171,738,000(2156,993,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017271.03400% 3.568036.63837% Class A-S $96,395,000 84,067,000 $96,395,000 82,067,000 $0 $2,000,000 $0 $0 $0 $0 $0 $0 6.09400% 102.99410% Class B $42,540,000 $42,040,000 $0 $500,000 $0 $0 $0 $0 $0 $0 5.94300% 99.99311% Class C $30,386,000 $30,386,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.00000% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.9963496.81842%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March May 1, 2024 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2024-C26)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx Xxxxxx X. Xxxxx Name: Xxxxxx Xxxxxx X. Xxxxx Title: Managing Director President XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President Underwriting Agreement, dated as of March 15November 17, 20242021. Certificates: BBCMS Mortgage Trust 20242021-5C25C12, Commercial Mortgage Pass-Through Certificates, Series 20242021-5C25 C12 Class A-1 $821,000 13,880,000 $821,000 10,380,000 $0 $0 $3,500,000 $0 $0 1.27300% 99.9979% Class A-2 $112,570,000 $110,070,000 $0 $2,500,000 $0 $0 $0 2.54100% 102.9991% Class A-3 $10,510,000 $10,510,000 $0 $0 $0 $0 $0 2.18400% 99.9968% Class A-4 $132,000,000 $112,000,000 $0 $20,000,000 $0 $0 $0 5.489002.42100% 99.99974100.9962% Class A-3 A-5 $619,650,000 418,700,000 $614,100,000 385,700,000 $0 $25,000,000 $0 $0 $8,000,000 2.68900% 102.9929% Class A-SB $37,406,000 $37,406,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.946002.54200% 102.99869102.9932% Class X-A $620,471,000(2725,066,000(2) $620,471,000(2725,066,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.95972% 5.040797.3872% Class X-B $171,738,000(2179,972,000(2) $171,738,000(2179,972,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.59497% 3.568035.6361% Class A-S $96,395,000 86,749,000 $96,395,000 86,749,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358002.90200% 102.99710102.9936% Class B $43,211,000 47,906,000 $43,211,000 47,906,000 $0 $0 $0 $0 $0 2.75800% 99.9948% Class C $45,317,000 $35,317,000 $0 $10,000,000 $0 $0 $0 6.151003.20500% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.9963499.9967%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March November 1, 2024 2021 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2021-C12)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Lxxxx Xxxxxxx Name: Xxxxxx Lxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Sxxxxxx Xxxxx Name: Xxxxxxx Sxxxxxx Xxxxx Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Dxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Dxxxxx Xxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Jxx Xxxxxxx Name: Xxx Jxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Axxxxx Xxxxx Name: Xxxxxx Xxxxxx Axxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX BXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx Sxxxxx X. Xxxxx Name: Xxxxxx Sxxxxx X. Xxxxx Title: President Managing Director ACADEMY SECURITIES, INC. By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Chief Compliance Officer Underwriting Agreement, dated as of March 15February 17, 20242021. Certificates: BBCMS Mortgage Trust 20242021-5C25C9, Commercial Mortgage Pass-Through Certificates, Series 20242021-5C25 C9 Class A-1 $821,000 25,700,000 $821,000 24,200,000 $0 $0 $750,000 $750,000 0.488000% 99.9986% Class A-2 $4,500,000 $4,500,000 $0 $0 $0 $0 1.846000% 102.9981% Class A-4 $210,000,000 $210,000,000 $0 $0 $0 $0 5.489002.021000% 99.99974100.9945% Class A-3 A-5 $619,650,000 281,000,000 $614,100,000 280,500,000 $0 $0 $500,000 $0 2.299000% 102.9996% Class A-SB $34,474,000 $34,474,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.946001.960000% 102.99869102.9994% Class X-A $620,471,000(2555,674,000(2) $620,471,000(2555,674,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.771054% 5.0407912.9492% Class X-B $171,738,000(2136,934,000(2) $171,738,000(2136,934,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017271.119908% 3.568038.9504% Class A-S $96,395,000 66,482,000 $96,395,000 53,000,000 $0 $13,482,000 $0 $0 2.534000% 102.9928% Class B $36,714,000 $36,714,000 $0 $0 $0 $0 2.686000% 102.9950% Class C $33,738,000 $33,738,000 $0 $0 $0 $0 6.358003.191000% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634102.9924%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March 1, 2024 2021 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2021-C9)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Depositor, Barclays Holdings Xxxxx Fargo Bank and the several Underwriters. Very truly yours, BARCLAYS XXXXX FARGO COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS SECURITIES, INC. By: /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X Xxxxxx Title: President XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxx Xxxxx Title: Authorized Signatory Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxx X Xxxxxx Name: Xxxxxxx Xxxxx X Xxxxxx Title: Executive Managing Director UBS SECURITIES LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Small Name: Xxx Xxxxxxx Small Title: Executive Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS ACADEMY SECURITIES, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxx Xxxxxxx Xxxx Title: Managing Director Chief Compliance Officer XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXX XXXXXXXX CAPITALXXXXX & CO., LLC By: /s/ Xxxxxx X. Xxxxx Xxxxx Name: Xxxxxx X. Xxxxx Xxxxx Title: President Senior Managing Director, FI Underwriting Agreement, dated as of March 15April 4, 20242022. Certificates: BBCMS Xxxxx Fargo Commercial Mortgage Trust 20242022-5C25C62, Commercial Mortgage Pass-Through Certificates, Series 20242022-5C25 C62 Class A-1 $821,000 $821,000 $$ 6,056,000 $ 5,099,152 $ 956,848 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 5.489003.5430 % 99.9997499.9991 % Class A-3 $619,650,000 $614,100,000 $A-2 $ 38,861,000 $ 32,720,962 $ 6,140,038 $ 0 $$ 0 $$ 0 $3.5890 % 99.9971 % Class A-SB $ 11,189,000 $ 9,421,138 $ 1,767,862 $ 0 $$ 0 $$ 0 $2,500,000 $3,050,000 5.946004.1400 % 102.99869102.9961 % Class A-4 $ 316,224,000 $ 266,260,608 $ 49,963,392 $ 0 $ 0 $ 0 4.0000 % 102.9930 % Class A-4-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.5000 % N/A Class A-4-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.0000 % N/A Class A-4-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-4-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class X-A $620,471,000(2$ 372,330,000 (2) $620,471,000(2$ 313,501,860 (2) $0(2$ 58,828,140 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) $0(2) 1.431110.3964 % 5.040792.8047 % Class X-B $171,738,000(2$ 95,078,000 (2) $171,738,000(2$ 80,055,676 (2) $0(2$ 15,022,324 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) $0(2) 1.017270.0474 % 3.568030.3444 % Class A-S $96,395,000 $96,395,000 $$ 46,542,000 $ 39,188,364 $ 7,353,636 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.358004.2533 % 102.99710102.9959 % Class A-S-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.7533 % N/A Class A-S-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.2533 % N/A Class A-S-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-S-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class B $43,211,000 $43,211,000 $$ 24,600,000 $ 20,713,200 $ 3,886,800 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.151004.3503 % 99.99713101.7502 % Class B-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.8503 % N/A Class B-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.3503 % N/A Class B-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class B-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class C $32,132,000 $32,132,000 $$ 23,936,000 $ 20,154,112 $ 3,781,888 $ 0 $$ 0 $$ 0 $4.3503 % 94.9501 % Class C-1 $ 0 $$ 0 $$ 0 $$ 0 $$ 0 6.64300$ 0 3.8503 % 99.99634%N/A Class C-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.3503 % N/A Class C-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class C-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March April 1, 2024 2022 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (Wells Fargo Commercial Mortgage Trust 2022-C62)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Depositor, Barclays Holdings Xxxxx Fargo Bank and the several Underwriters. Very truly yours, BARCLAYS XXXXX FARGO COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS SECURITIES, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Title: Authorized Signatory Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Associate Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Xxxxxxx Name: Xxx Xxxxxxx Xxxxxxx Title: Executive Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS ACADEMY SECURITIES, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxx Xxxxxxx Xxxx Title: Managing Director Chief Compliance Officer XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXX XXXXXXXX CAPITALXXXXX & CO., LLC By: /s/ Xxxxxx Xxxxx X. Xxxxx Name: Xxxxxx Xxxxx X. Xxxxx Title: President Sr. Managing Director Underwriting Agreement, dated as of March 15November 19, 20242021. Certificates: BBCMS Xxxxx Fargo Commercial Mortgage Trust 20242021-5C25C61, Commercial Mortgage Pass-Through Certificates, Series 20242021-5C25 C61 Class A-1 $821,000 $821,000 $$ 18,512,000 $ 14,396,384 $ 2,419,711 $ 1,695,905 $ 0 $$ 0 $$ 0 $1.1610 % 99.9983 % Class A-2 $ 108,135,000 $ 84,094,264 $ 14,134,368 $ 9,906,368 $ 0 $$ 0 $$ 0 $2.5030 % 102.9985 % Class A-SB $ 28,529,000 $ 22,186,389 $ 3,729,037 $ 2,613,574 $ 0 $$ 0 5.48900$ 0 2.5250 % 99.99974102.9963 % Class A-3 $619,650,000 $614,100,000 $$ 116,100,000 $ 90,288,473 $ 15,175,476 $ 10,636,051 $ 0 $$ 0 $$ 0 $2.4060 % 100.9927 % Class A-3-1 $ 0 $$ 0 $$ 0 $2,500,000 $3,050,000 5.94600$ 0 $ 0 $ 0 $ 0 1.9060 % 102.99869N/A Class A-3-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.4060 % N/A Class A-3-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-3-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class A-4 $ 263,816,000 $ 205,164,030 $ 34,483,492 $ 24,168,478 $ 0 $ 0 $ 0 2.6580 % 102.9938 % Class A-4-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.1580 % N/A Class A-4-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.6580 % N/A Class A-4-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-4-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class X-A $620,471,000(2$ 535,092,000 (2) $620,471,000(2$ 416,129,540 (2) $0(2$ 69,942,084 (2) $0(2$ 49,020,376 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) 1.431111.3773 % 5.040799.7662 % Class X-B $171,738,000(2$ 104,152,000 (2) $171,738,000(2$ 80,996,770 (2) $0(2$ 13,613,749 (2) $0(2$ 9,541,481 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) 1.017270.7591 % 3.568036.9423 % Class A-S $96,395,000 $96,395,000 $$ 24,844,000 $ 19,320,644 $ 3,247,369 $ 2,275,987 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.358002.8610 % 102.99710103.0000 % Class A-S-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.3610 % N/A Class A-S-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.8610 % N/A Class A-S-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-S-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class B $43,211,000 $43,211,000 $$ 38,221,000 $ 29,723,650 $ 4,995,882 $ 3,501,468 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.151003.1130 % 99.99713102.9946 % Class B-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.6130 % N/A Class B-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.1130 % N/A Class B-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class B-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class C $32,132,000 $32,132,000 $$ 41,087,000 $ 31,952,476 $ 5,370,498 $ 3,764,026 $ 0 $$ 0 $$ 0 $3.3120 % 99.9940 % Class C-1 $ 0 $$ 0 $$ 0 $$ 0 $$ 0 6.64300$ 0 $ 0 2.8120 % 99.99634%N/A Class C-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.3120 % N/A Class C-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class C-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March December 1, 2024 2021 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Vice President CEO BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Racquel small Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s//s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXXACADEMY SECURITIES, LLC INC. By: /s/ Xxxxx Xxxxxxx Xxxx Name: Xxxxx Xxxxxxx Xxxx Title: VP of Securitized Products Chief Compliance Officer XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President MD Underwriting Agreement, dated as of March 15June 21, 2024. Certificates: BBCMS Mortgage Trust 2024-5C255C27, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 5C27 Class A-1 $821,000 2,891,000 $821,000 2,891,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489005.50200% 99.9997499.99801% Class A-3 A-2 $619,650,000 103,853,000 $614,100,000 103,853,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 $3,050,000 5.946000 5.55000% 102.99869100.99822% Class A-3 $453,847,000 $453,847,000 $0 $0 $0 $0 $0 $0 $0 $0 6.01400% 102.99726% Class X-A B $620,471,000(2165,174,000(2) $620,471,000(2165,174,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.43888% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568031.29260% Class A-S $96,395,000 97,102,000 $96,395,000 97,102,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.41000% 102.99710102.99727% Class B $43,211,000 37,039,000 $43,211,000 37,039,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.70000% 99.99713102.95133% Class C $32,132,000 31,033,000 $32,132,000 31,033,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643006.70000% 99.99634100.86128%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March July 1, 2024 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2024-5c27)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Vice President Chief Executive Officer BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Cappuccino Name: Xxxxxx Xxxxxx Cappuccino Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products Vice President XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Ivcil Name: Xxxxxx X. Xxxxx Ivcil Title: President MD XXXXXX XXXXXXXX, LLC By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Director Underwriting Agreement, dated as of March 15January 30, 20242020. Certificates: BBCMS Mortgage Trust 20242020-5C25C6, Commercial Mortgage Pass-Through Certificates, Series 20242020-5C25 C6 Class A-1 $821,000 14,352,000 $821,000 14,352,000 $0 $0 $0 1.80600% 99.9990% Class A-2 $88,400,000 $88,400,000 $0 $0 $0 $0 $0 5.489002.69000% 99.99974102.9975% Class A-3 $619,650,000 208,000,000 $614,100,000 208,000,000 $0 $0 $0 2.39000% 100.9950% Class A-SB $26,810,000 $26,810,000 $0 $0 $0 2.59500% 102.9949% Class A-4 $2,500,000 278,300,000 $3,050,000 5.94600278,300,000 $0 $0 $0 2.63900% 102.99869102.9995% Class X-A $620,471,000(2615,862,000 (2) $620,471,000(2615,862,000 (2) $0(20 (2) $0(20 (2) $0(20 (2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.06037% 5.040798.5035% Class X-B $171,738,000(2177,060,000 (2) $171,738,000(2177,060,000 (2) $0(20 (2) $0(20 (2) $0(20 (2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.67892% 3.568036.3632% Class A-S $96,395,000 105,576,000 $96,395,000 105,576,000 $0 $0 $0 2.84000% 102.9914% Class B $37,392,000 $37,392,000 $0 $0 $0 $0 $0 6.358003.04300% 102.99710102.9990% Class B C $43,211,000 34,092,000 $43,211,000 34,092,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151003.04500% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.9963499.9985%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March February 1, 2024 2020 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2020-C6)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Daniel Schmidt Name: Xxxxxx Xxxxxxx Daniel Schmidt Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Spencer Kagan Name: Xxxxxxx Xxxxx Spencer Kagan Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Larry Kravetz Name: Xxxxx Xxxxxxx Larry Kravetz Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Jim Barnard Name: Xxx Xxxxxxx Jim Barnard Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx David Schell Name: Xxxxx Xxxxxx David Schell Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Robert-Christopher Jones Name: Robert-Christopher Jones Title: Managing Director By: /s/ Matt Smith Name: Matt Smith Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Warren Geiger Name: Xxxxxx Xxxxxx Warren Geiger Title: Managing Director XXXXXX XXXXXXXXUBS SECURITIES LLC By: /s/ Andrew Lisa Name: Andrew Lisa Title: Director By: /s/ Racquel Small Name: Racquel Small Title: Executive Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Richard Simpson Name: Richard Simpson Title: Authorized Signatory ACADEMY SECURITIES, INC. By: /s/ Michael Boyd Name: Michael Boyd Title: Chief Compliance Officer DREXEL HAMILTON, LLC By: /s/ Xxxxx Xxxx Sunny Wong Name: Xxxxx Xxxx Sunny Wong Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President Underwriting Agreement, dated as of March 15September 16, 2024. Certificates: BBCMS Mortgage Trust 2024-5C255C29, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 5C29 Class Initial Aggregate Certificate Balance or Notional Amount of Class Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Barclays Capital Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by SG Americas Securities, LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by BMO Capital Markets Corp. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Deutsche Bank Securities Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by KeyBanc Capital Markets Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by UBS Securities LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Citigroup Global Markets Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Academy Securities, Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Drexel Hamilton, LLC Initial Pass-Through Rate Purchase Price(1) Class A-1 $821,000 5,185,000 $821,000 5,185,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489004.39800% 99.9997499.99919% Class A-3 A-2 $619,650,000 205,825,000 $614,100,000 205,825,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 $3,050,000 5.946000 4.73800% 102.99869100.99683% Class A-3 $534,775,000 $534,775,000 $0 $0 $0 $0 $0 $0 $0 $0 5.20800% 102.99635% Class X-A $620,471,000(2745,785,000(2) $620,471,000(2745,785,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.60022% 5.040796.82031% Class X-B $171,738,000(2215,744,000(2) $171,738,000(2215,744,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017271.01157% 3.568034.71958% Class A-S $96,395,000 127,848,000 $96,395,000 126,848,000 $0 $1,000,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358005.62700% 102.99710102.99869% Class B $43,211,000 50,607,000 $43,211,000 50,107,000 $0 $500,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151005.85800% 99.99713102.99738% Class C $32,132,000 37,289,000 $32,132,000 36,289,000 $0 $1,000,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643005.51200% 99.9963499.99593%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March September 1, 2024 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2024-5c29)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Dxxxxx Xxxxxx Xxxxxxx Name: Dxxxxx Xxxxxx Xxxxxxx Title: Vice President Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Sxxxxxx Xxxxx Name: Xxxxxxx Sxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Lxxxx Xxxxxxx Name: Xxxxx Lxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Jxx Xxxxxxx Name: Xxx Jxx Xxxxxxx Title: Director UBS SECURITIES LLC By: /s/ Nxxxxxxx Xxxxxxx Name: Nxxxxxxx Xxxxxxx Title: Managing Director By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Dxxxx Xxxxxx Name: Xxxxx Dxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxx Xxxxxx Mxxx Xxxxx Name: Xxxxxx Xxxxxx Mxxx Xxxxx Title: Director By: /s/ Rxxxxx-Xxxxxxxxxxx Xxxxx Name: Rxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director XXXXXX DXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Sxxxx Xxxx Name: Xxxxx Sxxxx Xxxx Title: VP of Securitized Products XXXXXXXX BXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx Sxxxxx X. Xxxxx Name: Xxxxxx Sxxxxx X. Xxxxx Title: President Underwriting Agreement, dated as of March 15November 16, 20242023. Certificates: BBCMS Mortgage Trust 20242023-5C255C23, Commercial Mortgage Pass-Through Certificates, Series 20242023-5C25 5C23 Class A-1 A-2 $821,000 107,017,000 $821,000 95,017,000 $0 $0 $0 $0 $1,000,000 $11,000,000 6.19800% 100.99738% Class A-3 $397,907,000 $397,907,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489006.67500% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869102.99865% Class X-A $620,471,000(2504,924,000(2) $620,471,000(2504,924,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.12930% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568033.76384% Class A-S $96,395,000 71,230,000 $96,395,000 71,230,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358007.70320% 102.99710103.01703% Class B $43,211,000 38,771,000 $43,211,000 38,771,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151007.70320% 99.99713100.56524% Class C $32,132,000 28,853,000 $32,132,000 28,853,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643007.70320% 99.9963492.71550%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March December 1, 2024 2023 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2023-5c23)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INCXXXXXXX XXXXX & CO. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxx X. Xxxxx, III Name: Xxxxxx Xxxxxx X. Xxxxx, III Title: Managing Director XXXXXX XXXXXXXXACADEMY SECURITIES, LLC INC. By: /s/ Xxxxx Xxxxxxx Xxxx Name: Xxxxx Xxxxxxx Xxxx Title: VP of Securitized Products Chief Compliance Officer XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President MD Underwriting Agreement, dated as of March 15October 31, 2024. Certificates: BBCMS Mortgage Trust 2024-5C25C30, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 C30 Class A-1 $821,000 6,128,000 $821,000 6,128,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489004.90200% 99.9997499.99797% Class A-3 A-2 $619,650,000 27,740,000 $614,100,000 27,740,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 $3,050,000 5.946000 6.12800% 102.99869102.99659% Class A-4 $130,000,000 $130,000,000 $0 $0 $0 $0 $0 $0 $0 $0 5.25100% 100.99998% Class A-5 $420,530,000 $420,530,000 $0 $0 $0 $0 $0 $0 $0 $0 5.53200% 102.99590% Class A-SB $8,160,000 $8,160,000 $0 $0 $0 $0 $0 $0 $0 $0 5.59100% 102.99746% Class X-A $620,471,000(2592,558,000(2) $620,471,000(2592,558,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.85663% 5.040796.57948% Class X-B $171,738,000(2171,080,000(2) $171,738,000(2171,080,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.44782% 3.568033.79415% Class A-S $96,395,000 103,698,000 $96,395,000 103,698,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358005.83100% 102.99710102.99495% Class B $43,211,000 39,151,000 $43,211,000 39,151,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.03100% 99.99713102.99315% Class C $32,132,000 28,231,000 $32,132,000 28,231,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643005.98000% 99.9963499.99418%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March November 1, 2024 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2024-C30)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Vice President Chief Executive Officer BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s//s/ Xxxxxxx X Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Securtized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx Xxxxx X. Xxxxx Name: Xxxxxx Xxxxx X. Xxxxx Title: President Managing Director Underwriting Agreement, dated as of March September 15, 20242023. Certificates: BBCMS Mortgage Trust 20242023-5C25C21, Commercial Mortgage Pass-Through Certificates, Series 20242023-5C25 C21 Class A-1 $821,000 1,970,000 $821,000 1,970,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489006.05000% 99.9997499.91313% Class A-3 A-2 $619,650,000 100,130,000 $614,100,000 100,130,000 $0 $0 $0 $0 $0 6.50606% 101.11530% Class A-3 $59,700,000 $59,700,000 $0 $2,500,000 0 $3,050,000 5.946000 $0 $0 6.50606% 102.99869101.72438% Class A-5 $310,590,000 $306,890,000 $0 $0 $0 $0 $3,700,000 6.00000% 102.53508% Class A-SB $3,092,000 $3,092,000 $0 $0 $0 $0 $0 6.50606% 102.78818% Class X-A $620,471,000(2475,482,000(2) $620,471,000(2475,482,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.33245% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568031.33617% Class A-S $96,395,000 84,058,000 $96,395,000 84,058,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.50606% 102.99710100.12355% Class B $43,211,000 29,718,000 $43,211,000 29,718,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.50606% 99.9971398.04689% Class C $32,132,000 24,623,000 $32,132,000 24,623,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643006.50606% 99.9963487.30599%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March October 1, 2024 2023 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2023-C21)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Xxxxxxx Xxx Name: Xxxxx Xxxx Xxxxxxx Xxx Title: VP of Securitized Products XXXXXXXX CAPITAL, Vice President UBS SECURITIES LLC By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx Xxxx Title: Associate Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Executive Director ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer XXXXXXXX FINANCIAL GROUP, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President Underwriting Agreement, dated as of March 15February 2, 20242022. Certificates: BBCMS Mortgage Trust 20242022-5C25C14, Commercial Mortgage Pass-Through Certificates, Series 20242022-5C25 C14 Class Initial Aggregate Certificate Balance or Notional Amount of Class Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Barclays Capital Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by SG Americas Securities, LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Natixis Securities Americas LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by UBS Securities LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Academy Securities, Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Xxxxxxxx Financial Group, Inc. Initial Pass- Through Rate Purchase Price(1) Class A-1 $821,000 35,295,000 $821,000 29,695,000 $0 $0 $0 $2,800,000 $2,800,000 1.72700% 99.9985% Class A-2 $99,000,000 $99,000,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489002.93800% 99.99974102.9978% Class A-3 $619,650,000 50,000,000 $614,100,000 50,000,000 $0 $0 $0 $0 $0 2.96600% 102.9990% Class A-4 $160,000,000 $160,000,000 $0 $2,500,000 0 $3,050,000 5.946000 $0 $0 2.69200% 102.99869100.9935% Class A-5 $258,250,000 $258,250,000 $0 $0 $0 $0 $0 2.94600% 102.9931% Class A-SB $46,212,000 $46,212,000 $0 $0 $0 $0 $0 2.90100% 102.9991% Class X-A $620,471,000(2648,757,000(2) $620,471,000(2648,757,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.74024% 5.040795.4707% Class X-B $171,738,000(2166,823,000(2) $171,738,000(2166,823,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.25598% 3.568032.9429% Class A-S $96,395,000 97,314,000 $96,395,000 97,314,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358003.35000% 102.99710102.9962% Class B $43,211,000 41,706,000 $43,211,000 41,706,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151003.14700% 99.9971399.9985% Class C $32,132,000 27,803,000 $32,132,000 27,803,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643003.34500% 99.9963499.9939%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March February 1, 2024 2022 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2022-C14)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Officer BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director – Group Head NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxxx XxxXxxxxx Name: Xxxxxx XxxXxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President MD ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer Underwriting Agreement, dated as of March 15November 5, 20242019. Certificates: BBCMS Mortgage Trust 20242019-5C25C5, Commercial Mortgage Pass-Through Certificates, Series 20242019-5C25 C5 Class A-1 $821,000 21,460,000 $821,000 21,460,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489002.0940% 99.9997499.9999% Class A-3 A-2 $619,650,000 86,300,000 $614,100,000 86,300,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.946003.0430% 102.99869102.9961% Class X-A A-3 $620,471,000(2) 187,000,000 $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 187,000,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358002.8050% 102.99710100.9920% Class B A-SB $43,211,000 30,830,000 $43,211,000 30,830,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151002.9900% 99.99713102.9986% Class C A-4 $32,132,000 349,400,000 $32,132,000 349,400,000 $0 $0 $0 $0 $0 3.0630% 102.9972% Class X-A $674,990,000 (2) $674,990,000 (2) $0 (2) $0 (2) $0 (2) $0 (2) $0 (2) 0.8965% 6.6189% Class X-B $174,774,000 (2) $174,774,000 (2) $0 (2) $0 (2) $0 (2) $0 (2) $0 (2) 0.3717% 3.1939% Class A-S $94,017,000 $94,017,000 $0 $0 $0 6.64300$0 $0 3.3660% 99.99634102.9992% Class B $40,981,000 $40,981,000 $0 $0 $0 $0 $0 3.5170% 102.9982% Class C $39,776,000 $39,776,000 $0 $0 $0 $0 $0 3.7100% 99.9993%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March November 1, 2024 2019 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2019-C5)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Vice President Chief Executive Officer BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxx Xxxxxx Xxxxxx Title: VP of Securitized Products Vice President XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President MD ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer Underwriting Agreement, dated as of March 15June 12, 20242020. Certificates: BBCMS Mortgage Trust 20242020-5C25C7, Commercial Mortgage Pass-Through Certificates, Series 20242020-5C25 C7 Class A-1 $821,000 13,198,000 $821,000 12,698,000 $0 $0 $0 $250,000 $250,000 1.07900% 99.9975% Class A-2 $115,000,000 $114,500,000 $0 $0 $0 $500,000 $0 2.02100% 102.9965% Class A-3 $38,000,000 $38,000,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489002.00700% 99.99974102.9991% Class A-3 A-4 $619,650,000 75,000,000 $614,100,000 75,000,000 $0 $0 $0 $0 $0 1.78600% 100.9946% Class A-5 $270,000,000 $270,000,000 $0 $2,500,000 0 $3,050,000 5.946000 $0 $0 2.03700% 102.99869102.9948% Class A-SB $26,000,000 $26,000,000 $0 $0 $0 $0 $0 2.02900% 102.9935% Class X-A $620,471,000(2537,198,000(2) $620,471,000(2537,198,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.63287% 5.0407911.2682% Class X-B $171,738,000(2117,992,000(2) $171,738,000(2117,992,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.98868% 3.568038.4632% Class A-S $96,395,000 89,214,000 $96,395,000 89,214,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358002.44400% 102.99710102.9966% Class B $43,211,000 28,778,000 $43,211,000 28,778,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151003.15200% 99.99713102.9975% Class C $32,132,000 28,779,000 $32,132,000 28,779,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643003.60536% 99.9963499.1367%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March June 1, 2024 2020 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2020-C7)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx Title: Vice President Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory XXXXXXX XXXXX & CO. LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx X Xxxxxxxxx Name: Xxxxxxx Xxxxxxx X Xxxxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS M.D. ACADEMY SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxxxxx Xxxx Name: Xxxxx Xxxxxxx Xxxx Title: VP of Securitized Products Chief Compliance Officer XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President Underwriting Agreement, dated as of March 15February 21, 20242025. Certificates: BBCMS Mortgage Trust 20242025-5C255C33, Commercial Mortgage Pass-Through Certificates, Series 20242025-5C25 5C33 Class A-1 $821,000 3,680,000 $821,000 3,680,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489004.97100% 99.9997499.99874% Class A-3 A-2 $619,650,000 30,000,000 $614,100,000 30,000,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 5.31000% 99.99850% Class A-4 $3,050,000 5.94600590,967,000 $590,967,000 $0 $0 $0 $0 $0 $0 $0 5.83900% 102.99869102.99845% Class X-A $620,471,000(2624,647,000(2) $620,471,000(2624,647,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.03882% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568033.56130% Class A-S $96,395,000 98,159,000 $96,395,000 98,159,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.16800% 102.99710102.99868% Class B $43,211,000 44,618,000 $43,211,000 44,618,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.43500% 99.99713102.99858% Class C $32,132,000 32,348,000 $32,132,000 32,348,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643005.98100% 99.9963499.99907%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March 1, 2024 2025 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2025-5c33)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Lxxxx Xxxxxxx Name: Xxxxxx Lxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Sxxxxxx Xxxxx Name: Xxxxxxx Sxxxxxx Xxxxx Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Dxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Dxxxxx Xxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Jxx Xxxxxxx Name: Xxx Jxx Xxxxxxx Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ Wxxxxx Xxxxxx Name: Wxxxxx Xxxxxx Title: Managing Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Dxxxx Xxxxxx Name: Xxxxx Dxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. BXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx Xxxxxx Sxxxxx X. Xxxxx Name: Xxxxxx Xxxxxx Sxxxxx X. Xxxxx Title: Managing Director XXXXXX President DXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Sxxxx Xxxx Name: Xxxxx Sxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President Underwriting Agreement, dated as of March 1523, 20242022. Certificates: BBCMS Mortgage Trust 20242022-5C25C15, Commercial Mortgage Pass-Through Certificates, Series 20242022-5C25 C15 Class A-1 $821,000 12,900,000 $821,000 12,900,000 $0 $0 $0 $0 $0 2.89000% 99.9980% Class A-2 $75,600,000 $74,200,000 $0 $0 $0 5.48900$700,000 $700,000 3.61000% 99.99974101.9971% Class A-3 $619,650,000 87,800,000 $614,100,000 87,800,000 $0 $0 $0 $0 $0 3.75200% 101.9989% Class A-4 $125,000,000 $125,000,000 $0 $2,500,000 0 $3,050,000 5.946000 $0 $0 3.52400% 102.99869100.9999% Class A-5 $372,300,000 $370,050,000 $0 $0 $0 $0 $2,250,000 3.66200% 101.9926% Class A-SB $23,405,000 $23,405,000 $0 $0 $0 $0 $0 3.68400% 101.9957% Class X-A $620,471,000(2697,005,000(2) $620,471,000(2697,005,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.20208% 5.040792.1083% Class X-B $171,738,000(2182,964,000(2) $171,738,000(2182,964,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.06109% 3.568031.2407% Class A-S $96,395,000 94,593,000 $96,395,000 89,093,000 $0 $0 $0 $5,500,000 $0 3.75200% 100.6878% Class B $46,053,000 $46,053,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358003.75200% 102.9971099.6251% Class B C $43,211,000 42,318,000 $43,211,000 42,318,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151003.83148% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.9963497.6575%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March April 1, 2024 2022 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2022-C15)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Vice President Chief Executive Officer BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXXSG AMERICAS SECURITIES, LLC By: /s/ Xxxxx Xxxx Xxx Xxxxxxx Name: Xxxxx Xxxx Xxx Xxxxxxx Title: VP of Securitized Products XXXXXXXX CAPITALDirector BOFA SECURITIES, LLC INC. By: /s/ Xxxxxx X. Xxxxx Xxxxx, III Name: Xxxxxx X. Xxxxx, III Title: Managing Director ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer XXXXXXXX FINANCIAL GROUP, INC. By: /s/ Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: President Underwriting Agreement, dated as of March 15October 19, 20242023. Certificates: BBCMS Mortgage Trust 20242023-5C25C22, Commercial Mortgage Pass-Through Certificates, Series 20242023-5C25 C22 Class A-1 $821,000 2,760,000 $821,000 2,760,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489006.36200% 99.9997499.99969% Class A-3 A-2 $619,650,000 13,200,000 $614,100,000 13,200,000 $0 $0 $0 $0 $0 $0 6.72800% 99.99899% Class A-4 $2,500,000 106,000,000 $3,050,000 5.94600106,000,000 $0 $0 $0 $0 $0 $0 6.52100% 102.99869100.99874% Class A-5 $356,170,000 $356,170,000 $0 $0 $0 $0 $0 $0 6.80400% 102.99724% Class A-SB $6,826,000 $6,826,000 $0 $0 $0 $0 $0 $0 7.04800% 102.99518% Class X-A $620,471,000(2484,956,000(2) $620,471,000(2484,956,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.38514% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568033.10443% Class A-S $96,395,000 82,269,000 $96,395,000 82,269,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358007.12613% 102.99710103.14973% Class B $43,211,000 32,042,000 $43,211,000 32,042,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151007.12613% 99.99713100.67816% Class C $32,132,000 20,784,000 $32,132,000 20,784,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643007.12613% 99.9963490.91704%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March November 1, 2024 2023 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2023-C22)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject with respect to the requirements of Section 21any Covered Party, no other party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party Covered Party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any other party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) The requirements of Section 17(a) and 17(b) apply notwithstanding Section 18(a). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Depositor a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among by and between the DepositorUnderwriters, Barclays Holdings MSMCH and the several UnderwritersDepositor in accordance with its terms. Very truly yours, BARCLAYS COMMERCIAL XXXXXX XXXXXXX CAPITAL I INC. By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President XXXXXX XXXXXXX MORTGAGE SECURITIES CAPITAL HOLDINGS LLC By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxxx Xxx Name: Xxxxxx Xxxxxxx Xxx Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. Managing Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director Person By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. X Xxxxx Name: Xxxxxx X. X Xxxxx Title: President MD The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-227446) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. Please see additional important information and qualifications at the end of this Term Sheet. Underwriting Agreement, dated as of March 15February 7, 2024. Certificates: BBCMS Mortgage Trust 20242020 Xxxxxx Xxxxxxx & Co. LLC $7,401,594 A-1 Cantor Xxxxxxxxxx & Co. $1,198,406 A-1 Xxxxxxxx Capital, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $13,512,213 A-5C25XX Xxxxxx Xxxxxxxxxx & Co. $2,187,787 A-XX Xxxxxxxx Capital, Commercial Mortgage LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $181,020,621 A-2 Cantor Xxxxxxxxxx & Co. $29,309,379 A-2 Xxxxxxxx Capital, LLC $0 A-2 Xxxxxx Xxxxxxx & Co. LLC $298,405,604 A-3 Cantor Xxxxxxxxxx & Co. $48,315,396 A-3 Xxxxxxxx Capital, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $500,340,032 X-A Cantor Xxxxxxxxxx & Co. $81,010,968 X-A Xxxxxxxx Capital, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $125,978,578 X-B Cantor Xxxxxxxxxx & Co. $20,397,422 X-B Xxxxxxxx Capital, LLC $0 X-B Xxxxxx Xxxxxxx & Co. LLC $52,713,983 A-S Cantor Xxxxxxxxxx & Co. $8,535,017 A-S Xxxxxxxx Capital, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $39,312,794 B Cantor Xxxxxxxxxx & Co. $6,365,206 B Xxxxxxxx Capital, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $33,951,802 C Cantor Xxxxxxxxxx & Co. $5,497,198 C Xxxxxxxx Capital, LLC $0 C Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Certificates, Series 2024-5C25 Class A-1 $821,000 $821,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869% Class X-A $620,471,000(2Rate(2) $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 $0 $0 $0 $0 $0 $0 $0 $0 6.35800% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634%Purchase Price(3)
(1) Subject to a variance of plus or minus 5.0%.
(2) Rate per annum.
(3) Expressed as a percentage of the aggregate Certificate Balance principal amount or Notional Amountnotional amount, as applicable, of the relevant Class class of Offered Certificates to be purchased. There shall be added to the The purchase price for each class of the Offered Certificates shown is net of accrued interest. The purchase price to be paid for each Class of the Offered Certificates will include accrued interest at the related initial Pass-Through Rate therefor on the aggregate stated principal amount thereof or notional amount, as applicable, of such Class to be purchased from March February 1, 2024 2020 to but not including the Closing Date. The purchase price does not reflect any underwriting discount.
(24) Notional amountThe Class X-A and Class X-B certificates do not have principal amounts. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S, Class B and Class C certificates.
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Capital I Trust 2020-L4)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject with respect to the requirements of Section 21any Covered Party, no other party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party Covered Party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any other party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) The requirements of Section 17(a) and 17(b) apply notwithstanding Section 18(a). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Depositor a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among by and between the DepositorUnderwriters, Barclays Holdings MSMCH and the several UnderwritersDepositor in accordance with its terms. Very truly yours, BARCLAYS COMMERCIAL XXXXXX XXXXXXX CAPITAL INC. By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President XXXXXX XXXXXXX MORTGAGE SECURITIES CAPITAL HOLDINGS LLC. By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxxx Xxx Name: Xxxxxx Xxxxxxx Xxx Title: Vice Chief Executive Officer and President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. Person /s/ AB Xxxx Xxxxxx, Reviewed Legal Department By: /s/ Xxxx Xxxxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. - Group Head By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx Xxxxx X. Xxxxx Title: President Director, Fixed Income The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-227446) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. Underwriting Agreement, dated as of March 15November 8, 2024. Certificates: BBCMS Mortgage Trust 20242019 Xxxxxx Xxxxxxx & Co. LLC $7,418,070 A-1 KeyBanc Capital Markets Inc. $2,088,173 A-1 Cantor Xxxxxxxxxx & Co. $1,793,757 A-1 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $6,039,491 A-2 KeyBanc Capital Markets Inc. $1,700,105 A-2 Cantor Xxxxxxxxxx & Co. $1,460,404 A-2 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $0 A-2 Xxxxxx Xxxxxxx & Co. LLC $16,149,073 A-5C25SB KeyBanc Capital Markets Inc. $4,545,933 A-XX Xxxxxx Xxxxxxxxxx & Co. $3,904,994 A-XX Xxxxxxx Xxxxxxxx Xxxxx & Co., Commercial Mortgage LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $159,554,812 A-3 KeyBanc Capital Markets Inc. $44,914,373 A-3 Cantor Xxxxxxxxxx & Co. $38,581,815 A-3 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $280,092,544 A-4 KeyBanc Capital Markets Inc. $78,845,514 A-4 Cantor Xxxxxxxxxx & Co. $67,728,942 A-4 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $469,253,990 X-A KeyBanc Capital Markets Inc. $132,094,098 X-A Cantor Xxxxxxxxxx & Co. $113,469,912 X-A Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $126,531,270 X-B KeyBanc Capital Markets Inc. $35,618,310 X-B Cantor Xxxxxxxxxx & Co. $30,596,420 X-B Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $0 X-B Xxxxxx Xxxxxxx & Co. LLC $62,008,502 A-S KeyBanc Capital Markets Inc. $17,455,274 A-S Cantor Xxxxxxxxxx & Co. $14,994,224 A-S Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $35,194,476 B KeyBanc Capital Markets Inc. $9,907,177 B Cantor Xxxxxxxxxx & Co. $8,510,347 B Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $29,328,292 C KeyBanc Capital Markets Inc. $8,255,858 C Cantor Xxxxxxxxxx & Co. $7,091,850 C Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $0 C Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Certificates, Series 2024-5C25 Class A-1 $821,000 $821,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869% Class X-A $620,471,000(2Rate(2) $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 $0 $0 $0 $0 $0 $0 $0 $0 6.35800% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634%Purchase Price(3)
(1) Subject to a variance of plus or minus 5.0%.
(2) Rate per annum.
(3) Expressed as a percentage of the aggregate Certificate Balance principal amount or Notional Amountnotional amount, as applicable, of the relevant Class class of Offered Certificates to be purchased. There shall be added to the The purchase price for each class of the Offered Certificates shown is net of accrued interest. The purchase price to be paid for each Class of the Offered Certificates will include accrued interest at the related initial Pass-Through Rate therefor on the aggregate stated principal amount thereof or notional amount, as applicable, of such Class to be purchased from March November 1, 2024 2019 to but not including the Closing Date. The purchase price does not reflect any underwriting discount.
(24) Notional amountThe Class X-A and Class X-B certificates do not have principal amounts. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S, Class B and Class C certificates.
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Capital I Trust 2019-L3)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Vice President CEO BARCLAYS CAPITAL HOLDINGS INC. By: Name: Title: If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: Name: Title: BARCLAYS CAPITAL HOLDINGS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INCBMO CAPITAL MARKETS CORP. By: /s/ Xxxx Xxxxx Xxxxxxx Xxxxxxxxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxx Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. UBS SECURITIES LLC By: /s/ Xxxxx Xxxxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXXXXXXXXXX FINANCIAL GROUP, LLC INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxx Xxxxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President Chief Compliance Officer Underwriting Agreement, dated as of March 15November 18, 20242022. Certificates: BBCMS Mortgage Trust 20242022-5C25C18, Commercial Mortgage Pass-Through Certificates, Series 20242022-5C25 C18 Class A-1 $821,000 10,600,000 $821,000 8,980,000 $0 $0 $0 $0 $810,000 $810,000 5.87700% 99.9982% Class A-2 $73,000,000 $73,000,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489005.49500% 99.9997499.9999% Class A-3 $619,650,000 42,100,000 $614,100,000 42,100,000 $0 $0 $0 $0 $0 $0 5.99800% 102.9973% Class A-4 $2,500,000 175,000,000 $3,050,000 5.94600175,000,000 $0 $0 $0 $0 $0 $0 5.43900% 102.99869100.9932% Class A-5 $248,200,000 $248,200,000 $0 $0 $0 $0 $0 $0 5.71000% 102.9980% Class A-SB $16,826,000 $16,826,000 $0 $0 $0 $0 $0 $0 5.94900% 102.9982% Class X-A $620,471,000(2636,441,000(2) $620,471,000(2572,070,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(264,371,000(2) $0(2) $0(2) 1.431110.46052% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568033.8865% Class A-S $96,395,000 70,715,000 $96,395,000 70,715,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.14818% 102.99710102.7560% Class B $43,211,000 34,348,000 $43,211,000 34,348,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.14818% 99.9971399.1137% Class C $32,132,000 38,389,000 $32,132,000 38,389,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643006.14818% 99.9963487.5836%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March December 1, 2024 2022 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (BBCMS Mortgage Trust 2022-C18)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Depositor, Barclays Holdings Xxxxx Fargo Bank and the several Underwriters. Very truly yours, BARCLAYS XXXXX FARGO COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President BARCLAYS CAPITAL HOLDINGS SECURITIES, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Authorized Signatory President XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Associate Director SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxxx Xxxxxxx Name: Xxx Xxxxxxxx Xxxxxxx Title: Executive Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS ACADEMY SECURITIES, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxx Xxxxxxx Xxxx Title: Managing Director Chief Compliance Officer XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXX XXXXXXXX CAPITALXXXXX & CO., LLC By: /s/ Xxxxxx Xxxxx X. Xxxxx Name: Xxxxxx Xxxxx X. Xxxxx Title: President Sr. Managing Director, Fixed Income Underwriting Agreement, dated as of March 15July 16, 20242021. Certificates: BBCMS Xxxxx Fargo Commercial Mortgage Trust 20242021-5C25C60, Commercial Mortgage Pass-Through Certificates, Series 20242021-5C25 C60 Class A-1 $821,000 $821,000 $$ 17,659,000 $ 13,138,296 $ 2,419,283 $ 2,101,421 $ 0 $$ 0 $$ 0 $0.7330 % 99.9988 % Class A-2 $ 45,569,000 $ 33,903,336 $ 6,242,953 $ 5,422,711 $ 0 $$ 0 $$ 0 $2.0420 % 102.9978 % Class A-SB $ 24,458,000 $ 18,196,752 $ 3,350,746 $ 2,910,502 $ 0 $$ 0 5.48900$ 0 2.1300 % 99.99974102.9947 % Class A-3 $619,650,000 $614,100,000 $$ 121,000,000 $ 90,024,000 $ 16,577,000 $ 14,399,000 $ 0 $$ 0 $$ 0 $2.0610 % 100.9979 % Class A-3-1 $ 0 $$ 0 $$ 0 $2,500,000 $3,050,000 5.94600$ 0 $ 0 $ 0 $ 0 1.5610 % 102.99869N/A Class A-3-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.0610 % N/A Class A-3-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-3-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class A-4 $ 315,357,000 $ 234,625,608 $ 43,203,909 $ 37,527,483 $ 0 $ 0 $ 0 2.3420 % 102.9990 % Class A-4-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.8420 % N/A Class A-4-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.3420 % N/A Class A-4-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-4-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class X-A $620,471,000(2$ 524,043,000 (2) $620,471,000(2$ 389,887,992 (2) $0(2$ 71,793,891 (2) $0(2$ 62,361,117 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) 1.431111.6847 % 5.0407912.0169 % Class X-B $171,738,000(2$ 121,653,000 (2) $171,738,000(2$ 90,509,832 (2) $0(2$ 16,666,461 (2) $0(2$ 14,476,707 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) 1.017271.2270 % 3.5680310.1188 % Class A-S $96,395,000 $96,395,000 $$ 58,019,000 $ 43,166,136 $ 7,948,603 $ 6,904,261 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.358002.5470 % 102.99710102.9913 % Class A-S-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.0470 % N/A Class A-S-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.5470 % N/A Class A-S-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-S-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class B $43,211,000 $43,211,000 $$ 34,624,000 $ 25,760,256 $ 4,743,488 $ 4,120,256 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.151002.7300 % 99.99713102.9995 % Class B-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.2300 % N/A Class B-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.7300 % N/A Class B-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class B-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class C $32,132,000 $32,132,000 $$ 29,010,000 $ 21,583,440 $ 3,974,370 $ 3,452,190 $ 0 $$ 0 $$ 0 $2.7380 % 99.9998 % Class C-1 $ 0 $$ 0 $$ 0 $$ 0 $$ 0 6.64300$ 0 $ 0 2.2380 % 99.99634%N/A Class C-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.7380 % N/A Class C-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class C-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March July 1, 2024 2021 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Samples: Underwriting Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject with respect to the requirements of Section 21any Covered Party, no other party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party Covered Party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any other party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) The requirements of Section 17(a) and 17(b) apply notwithstanding Section 18(a). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Depositor a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among by and between the DepositorUnderwriters, Barclays Holdings MSMCH and the several UnderwritersDepositor in accordance with its terms. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President BARCLAYS XXXXXX XXXXXXX CAPITAL HOLDINGS I INC. By: /s/ Xxxxxxx Xxxxx Xxxx Xxx Name: Xxxxxxx Xxxxx Xxxx Xxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted Vice President XXXXXX XXXXXXX MORTGAGE CAPITAL HOLDINGS LLC By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President as of the date first above written: XXXXXX XXXXXXX & CO. BARCLAYS CAPITAL INC. LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director 0000 Xxxxxxxx New York, New York 10036 By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ Head of Fixed Income 000 Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director SG AMERICAS SECURITIESNew York, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products XXXXXXXX CAPITAL, LLC New York 10022 By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President MD 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 Fort Washington, Pennsylvania 19034 The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-227446) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. Please see additional important information and qualifications at the end of this Term Sheet. Underwriting Agreement, dated as of March 15June 5, 2024. Certificates: BBCMS Mortgage Trust 20242019 Xxxxxx Xxxxxxx & Co. LLC $15,336,000 A-1 Cantor Xxxxxxxxxx & Co. $2,664,000 A-1 Xxxxxxxx Capital, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $17,977,200 A-2 Cantor Xxxxxxxxxx & Co. $3,122,800 A-2 Xxxxxxxx Capital, LLC $0 A-2 Xxxxxx Xxxxxxx & Co. LLC $23,259,600 A-5C25XX Xxxxxx Xxxxxxxxxx & Co. $4,040,400 A-XX Xxxxxxxx Capital, Commercial Mortgage LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $161,880,000 A-3 Cantor Xxxxxxxxxx & Co. $28,120,000 A-3 Xxxxxxxx Capital, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $191,173,464 A-4 Cantor Xxxxxxxxxx & Co. $33,208,536 A-4 Xxxxxxxx Capital, LLC $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $409,626,264 X-A Cantor Xxxxxxxxxx & Co. $71,155,736 X-A Xxxxxxxx Capital, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $103,138,860 X-B Cantor Xxxxxxxxxx & Co. $17,916,140 X-B Xxxxxxxx Capital, LLC $0 X-B Xxxxxx Xxxxxxx & Co. LLC $54,129,264 A-S Cantor Xxxxxxxxxx & Co. $9,402,736 A-S Xxxxxxxx Capital, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $22,675,980 B Cantor Xxxxxxxxxx & Co. $3,939,020 B Xxxxxxxx Capital, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $26,333,616 C Cantor Xxxxxxxxxx & Co. $4,574,384 C Xxxxxxxx Capital, LLC $0 C Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Certificates, Series 2024-5C25 Class A-1 $821,000 $821,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869% Class X-A $620,471,000(2Rate(2) $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 $0 $0 $0 $0 $0 $0 $0 $0 6.35800% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634%Purchase Price(3)
(1) Subject to a variance of plus or minus 5.0%.
(2) Rate per annum.
(3) Expressed as a percentage of the aggregate Certificate Balance principal amount or Notional Amountnotional amount, as applicable, of the relevant Class class of Offered Certificates to be purchased. There shall be added to the The purchase price for each class of the Offered Certificates shown is net of accrued interest. The purchase price to be paid for each Class of the Offered Certificates will include accrued interest at the related initial Pass-Through Rate therefor on the aggregate stated principal amount thereof or notional amount, as applicable, of such Class to be purchased from March June 1, 2024 2019 to but not including the Closing Date. The purchase price does not reflect any underwriting discount.
(24) Notional amountThe Class X-A and Class X-B certificates do not have principal amounts. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S, Class B and Class C certificates.
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Capital I Trust 2019-H6)
