Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20, 2023 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20, 2023 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 9 contracts
Samples: Pooling and Servicing Agreement (BMO 2023-C4 Mortgage Trust), Pooling and Servicing Agreement (BMO 2023-C4 Mortgage Trust), Pooling and Servicing Agreement (BMO 2023-C4 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) immediately vest in the Purchaser , as and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20, 2023 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20, 2023 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.extent
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2015-C3 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Trust Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20September 14, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20September 15, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Defeasance Rights defeasance rights and Obligations obligations of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage LoansLoans (including, in the case of the [LOAN-SPECIFIC] AB Whole Loan, the separate Mortgage Note evidencing the Trust Subordinate Companion Loan), the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. [In connection with the transfer of each of the [LIST ALL MORTGAGE LOANS THAT ARE PART OF A SPLIT LOAN STRUCTURE] pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Mortgage Loan[LIST ALL MORTGAGE LOANS THAT ARE PART OF A SPLIT LOAN STRUCTURE], as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. .] The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20, 2023 [DATE] (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers purchaser (the “Initial PurchasersPurchaser” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20, 2023 [DATE] (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchaser. The Purchaser intends to sell the Class [LOAN-SPECIFIC] Certificates (together with the Public Certificates and the Private Certificates, the “Certificates”) to [LOAN-SPECIFIC INITIAL PURCHASER] as the initial purchaser (in such capacity, the “Class [LOAN-SPECIFIC] Certificate Initial Purchaser” and, together with the Initial Purchaser, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of [DATE] (the “Class [LOAN-SPECIFIC] Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”). The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $[_____], plus accrued interest on the Mortgage Loans contemplated hereby from and including [DATE] to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers Purchaser on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (3650 REIT Commercial Mortgage Securities II LLC), Mortgage Loan Purchase Agreement (3650 REIT Commercial Mortgage Securities LLC), Mortgage Loan Purchase Agreement (3650 REIT Commercial Mortgage Securities LLC)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Trust Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 24, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 24, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc35), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc35), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc35)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Trust Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20August 6, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20August 6, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-P1), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-P1), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related a Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited sold by the Master Servicer into Seller to the Collection Account on behalf of Purchaser, the Seller and for the benefit of the Trust FundInitial Interest Shortfall Deposit shall be $28,337.00. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related a Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related a Non-Serviced Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Green Exchange Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Intercreditor Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 16, 2023 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 16, 2023 2012 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $574,213,688.83, plus accrued interest on the Mortgage Loans contemplated hereby from and including November 1, 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2012-Gcj9), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2012-Gcj9)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related a Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related a Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20May 18, 2023 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20May 18, 2023 2012 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $269,791,818.63, plus accrued interest on the Mortgage Loans contemplated hereby from and including June 1, 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2012-Gcj7), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2012-Gcj7)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations Date). In addition, with respect to the Mortgage Loans)Loans sold by the Seller to the Purchaser, the Initial Interest Shortfall Deposit shall be $0. In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Depositor the aggregate Initial Interest Deposit Amount with respect to those each Mortgage Loans Loan that accrue accrues interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Master Servicer Depositor into the Collection Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days’ interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2024, 2023 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2024, 2023 2013 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $53,286,228.02, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2013-Gc10), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2013-Gc10)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations Date). In addition, with respect to the Mortgage Loans)Loans sold by the Seller to the Purchaser, the Initial Interest Shortfall Deposit shall be $0. In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Depositor the aggregate Initial Interest Deposit Amount with respect to those each Mortgage Loans Loan that accrue accrues interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Master Servicer Depositor into the Collection Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days’ interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2024, 2023 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2024, 2023 2013 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $202,819,754.85, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2013-Gc10), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2013-Gc10)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related the Empire Hotel & Retail Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations Date). In addition, with respect to the Mortgage Loans)Loans sold by the Seller to the Purchaser, the Initial Interest Shortfall Deposit shall be $0. In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Depositor the aggregate Initial Interest Deposit Amount with respect to those each Mortgage Loans Loan that accrue accrues interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Master Servicer Depositor into the Collection Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days’ interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related the Empire Hotel & Retail Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related the Empire Hotel & Retail Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Empire Hotel & Retail Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject Empire Hotel & Retail Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Empire Hotel & Retail Companion LoanLoan Holder, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2024, 2023 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2024, 2023 2013 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $279,478,086.50, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2013-Gc10), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2013-Gc10)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in any related Companion Loan, Loans) all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date off Date, (and, in any event, excluding payments of principal and principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loansoff Date). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion LoanLoans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder holders of any related Companion LoanLoans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion LoanLoans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Mortgage Loans related to the Whole Loans pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage LoanLoans related to Whole Loans) in, to and under the related Co-Lender Agreement Agreements (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related a Companion LoanLoan Holder). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of January 2010, 2023 2020 (the “Underwriting Agreement”), between among the Purchaser Depositor, Gxxxxxx Sachs & Co. LLC (“GS&Co.”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Academy Securities, Inc. (“Academy”) and Dxxxxx Xxxxxxxx, LLC (“Drexel” and, together with GS&Co., CGMI, DBSI and Academy, the “Underwriters”); and (ii) certain classes of the Class D, Class X-D, Class E, Class F-RR, Class G-RR, Class H-RR and Class R Certificates (the “Private Certificates”) to GS&Co., CGMI, DBSI, Academy and Drexel as the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of January 2010, 2023 2020 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers and (iii) the Class SW-A, Class SW-B, Class SW-C and Class SW-D Certificates (the “Loan-Specific Certificates”) to GS&Co. and DBSI (the “Loan-Specific Initial Purchasers”) specified in the loan-specific certificate purchase agreement, dated as of January 24, 2020 (the “Loan-Specific Certificate Purchase Agreement”) among the Depositor and the Loan-Specific Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall (i) transfer the Pooled RR Interest to the Seller or at the Seller’s direction and (ii) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The Seller hereby directs the Purchaser to transfer the Pooled RR Interest directly to Gxxxxxx Sachs Bank USA. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc45), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc45)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than the Woodfield Mall Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) (other than the Woodfield Mall Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) (other than the Woodfield Mall Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) (other than the Woodfield Mall Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan) (other than the Woodfield Mall Trust Subordinate Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 30, 2023 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 30, 2023 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) certain classes of the Certificates (the “Woodfield Mall Loan Specific Certificates”), to the initial purchaser (the “Woodfield Mall Initial Purchaser”) specified in the Purchase Agreement, dated as of November 30, 2023 (the “Woodfield Mall Loan-Specific Purchase Agreement”), between the Purchaser and the Woodfield Mall Initial Purchaser. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) cause the Uncertificated Interests to be registered under the Pooling and Servicing Agreement in the name of the Seller. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (BMO 2023-C7 Mortgage Trust), Pooling and Servicing Agreement (BMO 2023-C7 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20February 10, 2023 2022 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Certificates (the “Private Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20February 10, 2023 2022 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related a Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related a Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20May 18, 2023 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20May 18, 2023 2012 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $93,795,855.11, plus accrued interest on the Mortgage Loans contemplated hereby from and including June 1, 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2012-Gcj7), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2012-Gcj7)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related a Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations Date). In addition, with respect to the Mortgage Loans). In addition, on Loans sold by the Closing DateSeller to the Purchaser, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Shortfall Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to shall be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund$0. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related a Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related a Non-Serviced Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the 000 Xxxxxxxx Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any the related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 16, 2023 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 16, 2023 2012 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $449,897,606.26, plus accrued interest on the Mortgage Loans contemplated hereby from and including November 1, 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2012-Gcj9), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2012-Gcj9)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined in the Pooling and Servicing Agreement) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In The Purchaser will engage (i) Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxxx Financial Group, Inc. (collectively, the “Underwriters”) to act as placement agents in connection with the transfer pursuant to this Section 1 offer and sale of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) pursuant to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 21, 2023 2022 (the “Underwriting Agreement”), between among the Purchaser Purchaser, 3650 Real Estate Investment Trust 2 LLC and the Underwriters; Underwriters and (ii) certain classes of the Certificates Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxxx Financial Group, Inc. (collectively, the “Private Certificates”) to the initial purchasers (the “Initial PurchasersPlacement Agents” and, collectively with the Underwriters, the “Dealers”) specified to act as placement agents in connection with the Purchase offer and sale of certain of the Certificates (the “Private Certificates”) pursuant to the Placement Agent Agreement, dated as of January 20November 21, 2023 2022 (the “Certificate Purchase Placement Agent Agreement”), between among the Purchaser Purchaser, 3650 Real Estate Investment Trust 2 LLC and the Initial PurchasersPlacement Agents. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (3650R 2022-Pf2 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (3650R 2022-Pf2 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20, 2023 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20, 2023 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.Companion
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Benchmark 2019-B9 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2019-B9 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) ), excluding the VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2027, 2023 2017 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) ), excluding the VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2027, 2023 2017 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (CD 2017-Cd3 Mortgage Trust), Mortgage Loan Purchase Agreement (CD 2017-Cd3 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Month’s Interest Deposit Amount with respect to those the Mortgage Loans that accrue interest Loan secured by the Mortgaged Property identified on an Actual/360 BasisExhibit A to this Agreement as “Station Place III”, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to that Mortgage Loan at the related Net Mortgage Rate for the month of November 2017. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20October 19, 2023 2017 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January October 20, 2023 2017 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-C4)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20April 1, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20April 1, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $190,641,247, plus accrued interest on the Mortgage Loans contemplated hereby from and including April 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) ), excluding the VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20February 1, 2023 2019 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) ), excluding the VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20February 1, 2023 2019 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) deliver or cause the delivery of Class VRR Certificates (registered in the name of the Seller) with a $9,362,005 initial aggregate Certificate Balance and representing approximately 21.2% of the VRR Interest (by Certificate Balance), to the Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of the Seller in accordance with the Pooling and Servicing Agreement. Consistent with the Credit Risk Retention Agreement, dated and effective as of February 1, 2019, by and between German American Capital Corporation (“GACC”), Deutsche Bank AG, acting through its New York Branch, the Seller, Citi Real Estate Funding Inc. (“CREFI”), and the Depositor, GACC will be deemed to have acquired the Class VRR Certificates referred to in clause (ii) of the preceding paragraph from the Depositor and to have sold such Class VRR Certificates to the Seller. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Benchmark 2019-B9 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than the Yorkshire & Lexington Towers Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan (other than the Yorkshire & Lexington Towers Trust Subordinate Companion Loan)) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan (other than the Yorkshire & Lexington Towers Trust Subordinate Companion Loan)) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan (other than the Yorkshire & Lexington Towers Trust Subordinate Companion Loan)) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan (other than the Yorkshire & Lexington Towers Trust Subordinate Companion Loan)). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20June 6, 2023 2022 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Certificates (the “Private Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20June 6, 2023 2022 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers and (iii) certain classes of the Certificates (the “Yorkshire & Lexington Towers Loan-Specific Certificates”), to the initial purchasers (the “Yorkshire & Lexington Towers Initial Purchasers”) specified in the Purchase Agreement (Loan-Specific Certificates – Yorkshire & Lexington Towers) dated as of June 6, 2022 (the “Yorkshire & Lexington Towers Loan-Specific Purchase Agreement”), between the Purchaser and the Yorkshire & Lexington Towers Initial Purchasers (and, collectively, with the Underwriters and the Initial Purchasers, the “Dealers”). The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) deliver or cause the delivery of Class VRR Certificates (registered in the name of the Seller) with a $24,392,599 initial aggregate Certificate Balance and representing approximately 77% of the Combined VRR Interest (by principal balance), to the Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of the Seller in accordance with the Pooling and Servicing Agreement. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Depositor the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Master Servicer Depositor into the Collection Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to one day of interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2024, 2023 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2024, 2023 2014 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $127,260,936.17, plus accrued interest on the Mortgage Loans contemplated hereby from and including January 1, 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2014-Gc18)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), [(subject to the rights of the holders of interests in any related the [LOAN SPECIFIC] Companion Loan, )] all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “"Mortgage Loan Schedule”), ") including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal and principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date [and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans]). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s 's interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to including, in the rights case of the holders of interests in any related [LOAN SPECIFIC] Whole Loan, the separate note evidencing the Trust Subordinate Companion Loan) )] will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. [In connection with the transfer of the Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion LoanLoan Holder). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. .] The Purchaser will sell: sell (i) certain classes of the Class [A‑1], Class [A‑2], Class [A-3], Class [A‑4], Class [A-5], Class [A‑SB], Class [X‑A], Class [X-B], Class [A‑S], Class [B], Class [C] and Class [EC] Certificates (the “"Public Certificates”") to the underwriters specified in the underwriting agreement, dated as of [DATE] (the “"Underwriting Agreement"), among the Depositor, [UNDERWRITERS], and [UNDERWRITERS], (the "Underwriters”"); (ii) the Class [X‑C], Class [X-D], Class [X-E], Class [X-F], Class [X-NR], Class [D], Class [E], Class [F], Class [NR] and Class [R] Certificates (together with the Class [A-4] Certificates, the "Private Certificates") to [INITIAL PURCHASERS] as the initial purchasers (each in such capacity, a "Private Initial Purchaser" and collectively, the "Private Initial Purchasers") specified in the Underwriting Agreementcertificate purchase agreement, dated as of January 20, 2023 [DATE] (the “Underwriting "Certificate Purchase Agreement”"), between among the Purchaser and the UnderwritersDepositor, [INITIAL PURCHASERS]; and (iiiii) certain classes of the Class [LOAN-SPECIFIC] Certificates (together with the “Public Certificates, the Private Certificates and the Class [S] Certificates”, the "Certificates") to [LOAN-SPECIFIC INITIAL PURCHASER] as the initial purchasers purchaser (in such capacity, the “"Class [LOAN-SPECIFIC] Certificate Initial Purchaser" and, together with the Private Certificate Initial Purchasers” and, collectively with the Underwriters, the “Dealers”"Initial Purchasers") specified in the Purchase Agreementcertificate purchase agreement, dated as of January 20, 2023 [DATE] (the “"Class [LOAN-SPECIFIC] Certificate Purchase Agreement”"), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s 's direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $[____________], plus accrued interest on the Mortgage Loans contemplated hereby from and including [DATE] to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Gs Mortgage Securities Corp Ii)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Arizona Grand Resort & Spa Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Arizona Grand Resort & Spa Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 18, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 18, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $363,505,008, plus accrued interest on the Mortgage Loans contemplated hereby from and including November 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2015-C4 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Huntsville Office Portfolio Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Huntsville Office Portfolio Mortgage Loan) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: engage (i) Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (collectively, the “Underwriters”) to act as placement agents in connection with the offer and sale of certain classes of the Certificates (the “Public Certificates”) pursuant to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 5, 2023 2021 (the “Underwriting Agreement”), between among the Purchaser Purchaser, 3650 Real Estate Investment Trust 2 LLC and the Underwriters; Underwriters and (ii) certain classes of the Certificates Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (collectively, the “Private Certificates”) to the initial purchasers (the “Initial PurchasersPlacement Agents” and, collectively with the Underwriters, the “Dealers”) specified to act as placement agents in connection with the Purchase offer and sale of certain of the Certificates (the “Private Certificates”) pursuant to the Placement Agent Agreement, dated as of January 20November 5, 2023 2021 (the “Certificate Purchase Placement Agent Agreement”), between among the Purchaser, 3650 Real Estate Investment Trust 2 LLC and the Placement Agents. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Huntsville Office Portfolio” (the “Huntsville Office Portfolio Mortgage Loan”) is evidenced by four promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser two related Mortgage Note in favor of the Seller and its successors and assigns in the Initial Purchasersaggregate original principal amount of $24,884,499 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties that are subject to defeasance for which the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, if any, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (3650R 2021-Pf1 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20May 6, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20May 6, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $392,232,643.29, plus accrued interest on the Mortgage Loans contemplated hereby from and including May 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2015-C2 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of the ILPT Industrial Portfolio Mortgage Loan, United Healthcare Office Mortgage Loan and Redwood Technology Center Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject ILPT Industrial Portfolio Mortgage Loan, United Healthcare Office Mortgage Loan and Redwood Technology Center Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, UBS Securities LLC, SG Americas Securities, LLC, CIBC World Markets Corp. and Academy Securities, Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January November 20, 2023 2019 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC, UBS Securities LLC and SG Americas Securities, LLC (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January November 20, 2023 2019 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolio of Mortgaged Properties identified as Mortgage Loan Numbers 8, 9, 10, 14, 21, 25, 31, 37, 42, 45, 49 and 53 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2019-C18 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related a Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related a Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of the Gansevoort Park Avenue Mortgage Loan and the Miami Center Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any the related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20September 10, 2023 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20September 10, 2023 2012 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $594,061,177, plus accrued interest on the Mortgage Loans contemplated hereby from and including September 1, 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2029, 2023 2021 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) a single class of the Certificates (the “Class A-4A2 Certificates”) to a third party investor specified in the Class A-4A2 Certificate Purchase Agreement, dated as of January 29, 2021 (the “Class A-4A2 Certificate Purchase Agreement”), between the Purchaser and such third party investor; and (iiiii) certain classes of the Certificates (collectively with the Class A-4A2 Certificates, the “Private Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2029, 2023 2021 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) deliver or cause the delivery of Class VRR Certificates (registered in the name of the Seller) with a $36,225,003 initial aggregate Certificate Balance and representing approximately 47.33% of the Combined VRR Interest (by principal balance), to the Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of the Seller in accordance with the Pooling and Servicing Agreement. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Presidential City Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Presidential City Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, UBS Securities LLC, SG Americas Securities, LLC, CIBC World Markets Corp. and Academy Securities, Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January November 20, 2023 2019 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC, UBS Securities LLC and SG Americas Securities, LLC (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January November 20, 2023 2019 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2019-C18 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in Section 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Mortgage Loan identified on Exhibit A hereto as Loan No. 3 and evidenced by the note A-3-B related thereto (the “Two Independence Square Mortgage Loan”), the 200 Xxxx Xxxxxx Mortgage Loan, the 80 Xxxxx Xxxxxx Mortgage Loan, the Allergan HQ Mortgage Loan, the JW Marriott Chicago Mortgage Loan, the Center 78 Mortgage Loan, the Acropolis Garden Mortgage Loan and the IC Leased Fee Hotel Portfolio Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Two Independence Square Mortgage Loan, the 200 Xxxx Xxxxxx Mortgage Loan, the 80 Xxxxx Xxxxxx Mortgage Loan, the Allergan HQ Mortgage Loan, the JW Marriott Chicago Mortgage Loan, the Center 78 Mortgage Loan, the Acropolis Garden Mortgage Loan and the IC Leased Fee Hotel Portfolio Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20September 19, 2023 2017 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, the “Initial Purchasers” and, collectively together with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20September 19, 2023 2017 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 9, 10, 11, 12, 14, 15, 16, 23, 25, 27, 29 and 31 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the rights of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20April 1, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20April 1, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $31,008,403, plus accrued interest on the Mortgage Loans contemplated hereby from and including April 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in any related Companion Loan, Loans) all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date off Date, (and, in any event, excluding payments of principal and principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Depositor, for deposit into the aggregate Initial Interest Reserve Account with respect to each Actual/360 Mortgage Loan, an Interest Deposit Amount with respect equal to those Mortgage Loans that accrue two (2) days of interest on an Actual/360 Basis, to be deposited by the Master Servicer into Cut-off Date Balance of such Mortgage Loan at the Collection Account on behalf of the Seller and for the benefit of the Trust Fundrelated Net Mortgage Rate. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion LoanLoans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder holders of any related Companion LoanLoans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion LoanLoans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Mortgage Loans related to the Whole Loans pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage LoanLoans related to Whole Loans) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related a Companion LoanLoan Holder). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of January 20February 13, 2023 2019 (the “Underwriting Agreement”), between among the Purchaser Depositor, Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), Citigroup Global Markets Inc. (“CGMI”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with GS&Co., CGMI and Academy, the “Underwriters”); and (ii) certain classes of the Class D, Class X-D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class I-RR and Class R Certificates (the “Private Certificates”) to GS&Co., CGMI, Academy and Drexel as the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of January 20February 13, 2023 2019 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc38)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the each holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, the 000 Xxxxx Xxxxxx Mortgage Loan, the Westfield Trumbull Mortgage Loan, the Westfield Wheaton Mortgage Loan, the St. Louis Premium Outlets Mortgage Loan and the Bayshore Mall Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, the 000 Xxxxx Xxxxxx Mortgage Loan, the Westfield Trumbull Mortgage Loan, the Westfield Wheaton Mortgage Loan, the St. Louis Premium Outlets Mortgage Loan and the Bayshore Mall Mortgage Loan, as applicable) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20March 6, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20March 6, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $650,408,801.03, plus accrued interest on the Mortgage Loans contemplated hereby from and including March 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2015-C1 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the CX – 350 & 000 Xxxxx Xxxxxx Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject CX – 350 & 000 Xxxxx Xxxxxx Mortgage Loan) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: engage (i) Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (collectively, the “Underwriters”) to act as placement agents in connection with the offer and sale of certain classes of the Certificates (the “Public Certificates”) pursuant to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 5, 2023 2021 (the “Underwriting Agreement”), between among the Purchaser Purchaser, the Seller and the Underwriters; Underwriters and (ii) certain classes of the Certificates Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (collectively, the “Private Certificates”) to the initial purchasers (the “Initial PurchasersPlacement Agents” and, collectively with the Underwriters, the “Dealers”) specified to act as placement agents in connection with the Purchase offer and sale of certain of the Certificates (the “Private Certificates”) pursuant to the Placement Agent Agreement, dated as of January 20November 5, 2023 2021 (the “Certificate Purchase Placement Agent Agreement”), between among the Purchaser, the Seller and the Placement Agents. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “CX – 350 & 000 Xxxxx Xxxxxx” (the “CX – 350 & 000 Xxxxx Xxxxxx Mortgage Loan”) is evidenced by three promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser two related Mortgage Note in favor of the Seller and its successors and assigns in the Initial Purchasersaggregate original principal amount of $52,900,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties that are subject to defeasance for which the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, if any, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (3650R 2021-Pf1 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in Section 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the One State Street Mortgage Loan, the Throggs Neck Shopping Center Mortgage Loan, the Melbourne Hotel Portfolio Mortgage Loan, the Yorkshire & Lexington Towers Mortgage Loan, the Soho House Chicago Mortgage Loan, the 600 Vine Mortgage Loan and the 111 West Xxxxxxx Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject One State Street Mortgage Loan, the Throggs Neck Shopping Center Mortgage Loan, the Melbourne Hotel Portfolio Mortgage Loan, the Yorkshire & Lexington Towers Mortgage Loan, the Soho House Chicago Mortgage Loan, the 600 Vine Mortgage Loan and the 111 West Xxxxxxx Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and Barclays Capital Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20April 3, 2023 2018 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and Barclays Capital Inc. (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20April 3, 2023 2018 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 5, 6, 7, 13, 18, 19, 20, 30, 34, 38, 39, 40, 41, 43, 44, 48, 50, 51, 52, 55 and 56 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the rights of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related NoteNote (including, in the case of the [LOAN-SPECIFIC] Loan Combination, the separate note evidencing the Trust Subordinate Companion Loan), the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) ), to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20, 2023 [DATE] (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and , (ii) certain classes of the Certificates (the “Private Certificates”) [IF APPLICABLE, INCLUDE IF THE TRANSACTION INCLUDES VERTICAL RISK RETENTION IN THE FORM OF A SINGLE VERTICAL SECURITY: , excluding any classes of Certificates that comprise part of the Combined VRR Interest], to the initial purchasers (the “Private Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20, 2023 [DATE] (the “Private Certificate Purchase Agreement”), between the Purchaser and the Private Initial Purchasers, (iii) the Class [LOAN-SPECIFIC] Certificates to [LOAN-SPECIFIC INITIAL PURCHASER] as the initial purchaser (the “Class [LOAN-SPECIFIC] Certificate Initial Purchaser” and, together with the Private Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of [DATE] (the “Class [LOAN-SPECIFIC] Certificate Purchase Agreement”) and (iv) the Class [ ] Certificates (the “Direct Sale Certificates”) to [DIRECT SALE BUYER] (“[DIRECT SALE BUYER]”) specified in the certificate purchase agreement, dated as of [DATE] (the “[DIRECT SALE] Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement and the Class [LOAN-SPECIFIC] Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Purchaser and [DIRECT SALE BUYER]. The Initial Purchasers and Underwriters are collectively referred to herein as the “Dealers”. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $[ ], plus accrued interest on the Mortgage Loans contemplated hereby from and including [DATE] to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)responsible)[IF APPLICABLE, REFERENCE ANY CLASSES OF CERTIFICATES OR OTHER INTERESTS IN THE TRUST FUND THAT ARE BEING DELIVERED TO THE SELLER AS PARTIAL CONSIDERATION FOR THE MORTGAGE LOANS]. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (BMO Commercial Mortgage Securities LLC)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in any related the Companion Loan, Loans) all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date off Date, (and, in any event, excluding payments of principal and principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loansoff Date). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related the Companion LoanLoans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder holders of any related the Companion LoanLoans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related the Companion LoanLoans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Mortgage Loans related to the Whole Loans pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage LoanLoans related to Whole Loans) in, to and under the related Co-Lender Agreement Agreements (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion LoanHolder). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of January 20May 17, 2023 2016 (the “Underwriting Agreement”), between among the Purchaser Depositor, Xxxxxxx, Sachs & Co. (“GS&Co.”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc., (“Academy” and, together with GS&Co. and Drexel, the “Underwriters”); and (ii) certain classes of the Class D, Class X-D, Class E, Class F, Class G and Class R Certificates (the “Private Certificates”) to GS&Co., Drexel, Academy, X.X. Xxxxxx Securities LLC and Deutsche Bank Securities Inc. as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of January 20May 17, 2023 2016 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $792,176,649.41, plus accrued interest on the Mortgage Loans contemplated hereby from and including May 1, 2016 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Corp Ii)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in Section 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20August 8, 2023 2018 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20August 8, 2023 2018 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 12, 13, 15, 16, 20, 21, 22, 24, 26, 27, 28, 29 and 32 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related NoteNote (including, in the case of the [LOAN-SPECIFIC] Loan Combination, the separate note evidencing the Trust Subordinate Companion Loan), the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) ), to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20, 2023 [DATE] (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and , (ii) certain classes of the Certificates (the “Private Certificates”) [IF APPLICABLE, INCLUDE IF THE TRANSACTION INCLUDES VERTICAL RISK RETENTION IN THE FORM OF A SINGLE VERTICAL SECURITY: , excluding any classes of Certificates that comprise part of the Combined VRR Interest], to the initial purchasers (the “Private Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20, 2023 [DATE] (the “Private Certificate Purchase Agreement”), between the Purchaser and the Private Initial Purchasers, (iii) the Class [LOAN-SPECIFIC] Certificates to [LOAN-SPECIFIC INITIAL PURCHASER] as the initial purchaser (the “Class [LOAN-SPECIFIC] Certificate Initial Purchaser” and, together with the Private Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of [DATE] (the “Class [LOAN-SPECIFIC] Certificate Purchase Agreement”) and (iv) the Class [__] Certificates (the “Direct Sale Certificates”) to [DIRECT SALE BUYER] (“[DIRECT SALE BUYER]”) specified in the certificate purchase agreement, dated as of [DATE] (the “[DIRECT SALE] Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement and the Class [LOAN-SPECIFIC] Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Purchaser and [DIRECT SALE BUYER]. The Initial Purchasers and Underwriters are collectively referred to herein as the “Dealers”. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $[____________], plus accrued interest on the Mortgage Loans contemplated hereby from and including [DATE] to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)responsible)[IF APPLICABLE, REFERENCE ANY CLASSES OF CERTIFICATES OR OTHER INTERESTS IN THE TRUST FUND THAT ARE BEING DELIVERED TO THE SELLER AS PARTIAL CONSIDERATION FOR THE MORTGAGE LOANS]. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Securities Inc)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in any related Companion Loan, Loans) all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, excluding payments of principal and principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans, if any). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 BasisDepositor, to be deposited by the Master Servicer for deposit into the Collection Account with respect to the 0 Xxxxxxxxx Xxxxx Mortgage Loan, a Closing Date Deposit Amount equal to thirty-one (31) days of interest on behalf the Cut-off Date Balance of such Mortgage Loan at the Seller and for the benefit of the Trust Fundrelated Mortgage Rate. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion LoanLoans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder holders of any related Companion LoanLoans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion LoanLoans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Mortgage Loans related to the Whole Loans pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage LoanLoans related to Whole Loans) in, to and under the related Co-Lender Agreement Agreements (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related a Companion LoanLoan Holder). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), Citigroup Global Markets Inc. (“CGMI”), X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc. (“DBSI”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with GS&Co., CGMI, JPMS, DBSI and Academy in such capacity, the “Underwriters”) specified in pursuant to the Underwriting Agreementunderwriting agreement, dated as of January 20October 25, 2023 2022 (the “Underwriting Agreement”), between among the Purchaser Depositor and the Underwriters; , and (ii) certain classes of the Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class R Certificates (the “Private Certificates”) to the initial purchasers GS&Co., CGMI, JPMS, DBSI, Academy and Drexel (together with GS&Co., CGMI, JPMS, DBSI and Academy in such capacity, the “Initial Purchasers” and, collectively together with the Underwriters, the “Dealers”) specified in pursuant to the Purchase Agreementcertificate purchase agreement, dated as of January 20October 25, 2023 2022 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers Dealers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing DateDate in accordance with Section 9 hereof.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Benchmark 2022-B37 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, in such capacity, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January November 20, 2023 2018 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January November 20, 2023 2018 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 13, 17, 18, 19, 21, 22, 26, 28, 37, 40, 41 and 43 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2018-C14 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in SECTION 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Coconut Point Mortgage Loan, the Gurnee Xxxxx Mortgage Loan and the GLP Industrial Portfolio B Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Coconut Point Mortgage Loan, the Gurnee Xxxxx Mortgage Loan and the GLP Industrial Portfolio B Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters underwriter (the “UnderwritersUnderwriter”) specified in the Underwriting Agreement, dated as of January 20November 10, 2023 2016 (the “Underwriting Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriter, and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers purchaser (the “Initial PurchasersPurchaser” and, collectively with the UnderwritersUnderwriter, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 10, 2023 2016 (the “Certificate Purchase Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Initial PurchasersPurchaser. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 1, 2, 4, 10, 11, 13, 20, 22, 23, 26, 27, 29, 30, 31, 33, 38, 42, 43, 45, 47, 51, 52 and 54 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and establish the successor borrower and to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2016-C7 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in SECTION 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the 0 Xxxx 00xx Xxxxxx Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject 0 Xxxx 00xx Xxxxxx Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters underwriter (the “UnderwritersUnderwriter”) specified in the Underwriting Agreement, dated as of January 20November 10, 2023 2016 (the “Underwriting Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriter, and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers purchaser (the “Initial PurchasersPurchaser” and, collectively with the UnderwritersUnderwriter, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 10, 2023 2016 (the “Certificate Purchase Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Initial PurchasersPurchaser. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 5, 6, 8, 9, 12, 14, 15, 17, 18, 21, 25, 28, 32, 34, 36, 37, 39, 40, 41, 44 and 49 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower and to designate and establish the successor borrower in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2016-C7 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Outside Serviced Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related Outside Serviced Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Outside Serviced Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Outside Serviced Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any the related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20April 16, 2023 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20April 16, 2023 2013 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $361,675,746.56, plus accrued interest on the Mortgage Loans contemplated hereby from and including April 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2013-Gcj11)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Trust Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20June 24, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20June 24, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $92,942,690, plus accrued interest on the Mortgage Loans contemplated hereby from and including July 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc31)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Indenture and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Defeasance Rights defeasance rights and Obligations obligations of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage LoansLoans (including, in the case of the [LOAN-SPECIFIC] AB Whole Loan, the separate Mortgage Note evidencing the Owned Subordinate Companion Loan), the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Indenture Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Indenture Trustee. [In connection with the transfer of each of the [LIST ALL MORTGAGE LOANS THAT ARE PART OF A SPLIT LOAN STRUCTURE] pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Mortgage Loan[LIST ALL MORTGAGE LOANS THAT ARE PART OF A SPLIT LOAN STRUCTURE], as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. .] The Purchaser will sell: (i) sell certain classes of the Certificates Notes (the “Public CertificatesNotes”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20, 2023 [DATE] (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates Notes (the “Private CertificatesNotes”) to the initial purchasers purchaser (the “Initial PurchasersPurchaser” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20, 2023 [DATE] (the “Certificate Note Purchase Agreement”), between the Purchaser and Initial Purchaser. The Purchaser intends to sell the Class [LOAN-SPECIFIC] Notes (together with the Public Notes and the Private Notes, the “Notes”) to [LOAN-SPECIFIC INITIAL PURCHASER] as the initial purchaser (in such capacity, the “Class [LOAN-SPECIFIC] Note Initial Purchaser” and, together with the Initial Purchaser, the “Initial Purchasers”) specified in the note purchase agreement, dated as of [DATE] (the “Class [LOAN-SPECIFIC] Note Purchase Agreement” and, together with the Private Note Purchase Agreement, the “Note Purchase Agreements”). The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $[_____], plus accrued interest on the Mortgage Loans contemplated hereby from and including [DATE] to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers Purchaser on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (3650 REIT Commercial Mortgage Securities II LLC)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Defeasance Rights defeasance rights and Obligations obligations of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in SECTION 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the GLP Industrial Portfolio B Mortgage Loan, the Quaker Bridge Mall Mortgage Loan, the GLP Industrial Portfolio A Mortgage Loan and the Starwood Capital Extended Stay Portfolio Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject GLP Industrial Portfolio B Mortgage Loan, the Quaker Bridge Mall Mortgage Loan, the GLP Industrial Portfolio A Mortgage Loan and the Starwood Capital Extended Stay Portfolio Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20May 17, 2023 2016 (the “Underwriting Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20May 17, 2023 2016 (the “Certificate Purchase Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $366,401,965.69 plus accrued interest on the Mortgage Loans contemplated hereby (excluding transaction expenses) from and including May 1, 2016 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2016-C6 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of The Grace Building Mortgage Loan and the MGM Grand & Mandalay Bay Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of The Grace Building Mortgage Loan and the subject MGM Grand & Mandalay Bay Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, UBS Securities LLC and Deutsche Bank Securities Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20March 23, 2023 2021 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC, UBS Securities LLC and Deutsche Bank Securities Inc. (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20March 23, 2023 2021 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Certificate Administrator the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer Certificate Administrator into the Collection Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to one day of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2025, 2023 2024 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2025, 2023 2024 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) cause the Uncertificated VRR Interest to be registered under the Pooling and Servicing Agreement in the name of the Seller. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (BMO 2024-5c3 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2029, 2023 2021 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) a single class of the Certificates (the “Class A-4A2 Certificates”) to a third party investor specified in the Class A-4A2 Certificate Purchase Agreement, dated as of January 29, 2021 (the “Class A-4A2 Certificate Purchase Agreement”), between the Purchaser and such third party investor; and (iiiii) certain classes of the Certificates (collectively with the Class A-4A2 Certificates, the “Private Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2029, 2023 2021 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) deliver or cause the delivery of Class VRR Certificates (registered in the name of the Seller) with a $21,379,755 initial aggregate Certificate Balance and representing approximately 27.93% of the Combined VRR Interest (by principal balance), to the Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of the Seller in accordance with the Pooling and Servicing Agreement. Consistent with the Vertical Credit Risk Retention Agreement, dated and effective as of January 29, 2021, by and between Citi Real Estate Funding Inc. (“CREFI”), the Seller, GACC, Gxxxxxx Sxxxx Mortgage Company, Gxxxxxx Sachs Bank USA and the Depositor, CREFI will be deemed to have acquired the Class VRR Certificates referred to in clause (ii) of the preceding paragraph from the Depositor and to have transferred such Class VRR Certificates to the Seller. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, between the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, UBS Securities LLC, SG Americas Securities, LLC, CIBC World Markets Corp. and Academy Securities, Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January November 20, 2023 2019 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC, UBS Securities LLC and SG Americas Securities, LLC (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January November 20, 2023 2019 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 19, 30, 34, 47 and 50 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in the case of each of the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 30, 34, 47 and 50 on the Mortgage Loan Schedule if there is a defeasance of such Mortgage Loan and, in the case of the Mortgage Loan secured by the portfolio of Mortgaged Properties identified as Mortgage Loan Number 19 on the Mortgage Loan Schedule, if there is a partial defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2019-C18 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Depositor the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Master Servicer Depositor into the Collection Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2028, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2028, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $170,893,719, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than the 360 Spear Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan (other than the 360 Spear Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan (other than the 360 Spear Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan (other than the 360 Spear Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan (other than the 360 Spear Subordinate Companion Loan), if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2029, 2023 2021 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) a single class of the Certificates (the “Class A-4A2 Certificates”) to a third party investor specified in the Class A-4A2 Certificate Purchase Agreement, dated as of January 29, 2021 (the “Class A-4A2 Certificate Purchase Agreement”), between the Purchaser and such third party investor; (iii) certain classes of the Certificates (collectively with the Class A-4A2 Certificates, the “Private Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2029, 2023 2021 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iv) certain classes of the Certificates (the “360 Spear Loan-Specific Certificates”), excluding the 360RR Interest, to the initial purchasers (the “360 Spear Initial Purchasers” and, collectively with the Underwriters and the Initial Purchasers, the “Dealers”) specified in the Purchase Agreement dated as of January 28, 2021 (the “360 Spear Loan-Specific Purchase Agreement”), between the Purchaser and the 360 Spear Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) deliver or cause the delivery of the Class 360V Certificate (registered in the name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) (a “majority-owned affiliate” of the Seller) with a $2,750,000 initial Certificate Balance and representing 100% of the 360RR Interest (by Certificate Balance), to the Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Pooling and Servicing Agreement. Consistent with the Credit Risk Retention Agreement, dated and effective as of January 28, 2021 (the “360 Spear Risk Retention Agreement”), by and between the Seller and the Depositor, Seller will be deemed to have acquired the Class 360V Certificate referred to in clause (ii) of the preceding paragraph from the Depositor and to have transferred such Class 360V Certificate to DBNY. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Trust Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20June 24, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20June 24, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $54,753,406, plus accrued interest on the Mortgage Loans contemplated hereby from and including July 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc31)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related a Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related a Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of the Gansevoort Park Avenue Mortgage Loan and the Miami Center Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any the related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20September 10, 2023 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20September 10, 2023 2012 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $594,061,180, plus accrued interest on the Mortgage Loans contemplated hereby from and including September 1, 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Trust Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20June 24, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20June 24, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $21,774,338, plus accrued interest on the Mortgage Loans contemplated hereby from and including July 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc31)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the each holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20March 6, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20March 6, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $121,429,108.81, plus accrued interest on the Mortgage Loans contemplated hereby from and including March 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2015-C1 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 18, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 18, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $119,660,948, plus accrued interest on the Mortgage Loans contemplated hereby from and including November 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2015-C4 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansLoans and excluding any Alabama Hilton Portfolio Deferred Payment). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20June 18, 2023 2021 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Certificates (the “Private Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20June 18, 2023 2021 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) deliver or cause the delivery of Class VRR Certificates (registered in the name of the Seller) with a $21,659,627 initial aggregate Certificate Balance and representing approximately 53.5% of the Combined VRR Interest (by principal balance), to the Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of the Seller in accordance with the Pooling and Servicing Agreement. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Benchmark 2021-B27 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of the Westfield Wheaton Mortgage Loan, the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, the Westfield Trumbull Mortgage Loan, the Sterling & Xxxxxxx Mortgage Loan, the Bayshore Mall Mortgage Loan and the St. Louis Premium Outlets Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Westfield Wheaton Mortgage Loan, the Soho-Tribeca Grand Hotel Portfolio Mortgage Loan, the Westfield Trumbull Mortgage Loan, the Sterling & Xxxxxxx Mortgage Loan, the Bayshore Mall Mortgage Loan and the St. Louis Premium Outlets Mortgage Loan, as applicable) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20May 6, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20May 6, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $517,890,485.82, plus accrued interest on the Mortgage Loans contemplated hereby from and including May 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2015-C2 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Month’s Interest Deposit Amount with respect to those the Mortgage Loans that accrue interest Loan secured by the Mortgaged Property identified on an Actual/360 BasisExhibit A to this Agreement as “El Segundo”, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to that Mortgage Loan at the related Net Mortgage Rate for the month of September 2020. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20September 21, 2023 2020 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) certain classes of the Certificates (the “Private Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20September 21, 2023 2020 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Benchmark 2020-B19 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Depositor the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Master Servicer Depositor into the Collection Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2028, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2028, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $431,842,933, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20February 10, 2023 2022 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20February 10, 2023 2022 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loansoff Date). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in Section 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the The SoCal Portfolio Mortgage Loan and the Xxxxxxx Towers II – Building 2 Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject The SoCal Portfolio Mortgage Loan and the Xxxxxxx Towers II – Building 2 Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and Barclays Capital Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20April 3, 2023 2018 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and Barclays Capital Inc. (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20April 3, 2023 2018 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in SECTION 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of Mortgage Loan identified on Exhibit A hereto as Loan No. 3 and evidenced by the note A-1B related thereto (the “Gurnee Xxxxx Mortgage Loan”) pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Gurnee Xxxxx Mortgage Loan) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20December 14, 2023 2016 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) ), to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20December 14, 2023 2016 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 3, 17, 20, 21, 22 and 29 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and establish the successor borrower and to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSMC 2016-NXSR Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Outside Serviced Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related Outside Serviced Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Outside Serviced Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Outside Serviced Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any the related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20April 16, 2023 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20April 16, 2023 2013 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $167,701,753.36, plus accrued interest on the Mortgage Loans contemplated hereby from and including April 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2013-Gcj11)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in any related Companion Loan, Loans) all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date off Date, (and, in any event, excluding payments of principal and principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loansoff Date). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion LoanLoans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder holders of any related Companion LoanLoans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion LoanLoans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Mortgage Loans related to the Whole Loans pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage LoanLoans related to Whole Loans) in, to and under the related Co-Lender Agreement Agreements (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related a Companion LoanLoan Holder). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of January 20June 26, 2023 2019 (the “Underwriting Agreement”), between among the Purchaser Depositor, Xxxxxxx Sachs & Co. LLC (“GS&Co.”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with GS&Co., CGMI, DBSI and Academy, the “Underwriters”); and (ii) certain classes of the Class D, Class X-D, Class E, Class F, Class X-F, Class G-RR, Class H-RR and Class R Certificates (the “Private Certificates”) to GS&Co., CGMI, DBSI, Academy and Drexel as the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of January 20June 26, 2023 2019 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers and (iii) the Class DB-A, Class DB-X, Class DB-B, Class DB-C, Class DB-D, Class DB-E and Class DB-F Certificates (the “Loan-Specific Certificates”) to GS&Co. and DBSI (the “Loan-Specific Initial Purchasers”) specified in the loan-specific certificate purchase agreement, dated as of June 26, 2019 (the “Loan-Specific Certificate Purchase Agreement”) among the Depositor and the Loan-Specific Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall (i) transfer the Pooled RR Interest to the Seller or at the Seller’s direction and (ii) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The Seller hereby directs the Purchaser to transfer the Pooled RR Interest directly to Xxxxxxx Sachs Bank USA. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc40)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (including the separate note evidencing the 00 Xxxxx Xxxxxx Trust Subordinate Companion Loan) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in SECTION 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Mortgage Loan identified on Exhibit A hereto as Loan No. 1 and evidenced by note A-A-2 related thereto (the “00 Xxxxx Xxxxxx Mortgage Loan”), the 00 Xxxxx Xxxxxx Trust Subordinate Companion Loan, the 000 Xxxx Xxxxxx Xxxxxxxx Loan, the Apple Sunnyvale Mortgage Loan, the Urban Union Amazon Mortgage Loan, the Broadway Portfolio Mortgage Loan, the Acropolis Garden Mortgage Loan and the Marble Hall Gardens Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject 00 Xxxxx Xxxxxx Mortgage Loan, the 00 Xxxxx Xxxxxx Trust Subordinate Companion Loan, the 000 Xxxx Xxxxxx Xxxxxxxx Loan, the Apple Sunnyvale Mortgage Loan, the Urban Union Amazon Mortgage Loan, the Broadway Portfolio Mortgage Loan, the Acropolis Garden Mortgage Loan and the Marble Hall Gardens Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and HSBC Securities (USA) Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20June 21, 2023 2017 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; and , (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC (the “Initial PurchasersPurchaser” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20June 21, 2023 2017 (the “Certificate Purchase Agreement”), between among the Purchaser, Column Financial, Inc. and the Initial Purchaser and (iii) the Class 85BD-A, Class 85BD-B and Class 85BD-C to Natixis Securities Americas LLC and Credit Suisse Securities (USA) LLC (collectively, the “Loan-Specific Initial Purchasers”) pursuant to the loan-specific certificate purchase agreement, dated as of June 20, 2017 (the “Loan-Specific Certificate Purchase Agreement”) among the Purchaser and the Loan-Specific Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 1, 2, 3, 6, 7, 10, 13, 19, 20, 21 and 25 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the rights of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2017-C8 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined in the Pooling and Servicing Agreement) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In The Purchaser will engage (i) Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxxx Financial Group, Inc. (collectively, the “Underwriters”) to act as placement agents in connection with the transfer pursuant to this Section 1 offer and sale of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) pursuant to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 21, 2023 2022 (the “Underwriting Agreement”), between among the Purchaser Purchaser, the Seller and the Underwriters; Underwriters and (ii) certain classes of the Certificates Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxxx Financial Group, Inc. (collectively, the “Private Certificates”) to the initial purchasers (the “Initial PurchasersPlacement Agents” and, collectively with the Underwriters, the “Dealers”) specified to act as placement agents in connection with the Purchase offer and sale of certain of the Certificates (the “Private Certificates”) pursuant to the Placement Agent Agreement, dated as of January 20November 21, 2023 2022 (the “Certificate Purchase Placement Agent Agreement”), between among the Purchaser Purchaser, the Seller and the Initial PurchasersPlacement Agents. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (3650R 2022-Pf2 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to one day of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20February 13, 2023 2020 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20February 13, 2023 2020 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) in connection with a reduction in the cash purchase price paid hereunder, deliver or cause the delivery of Class VRR Certificates (registered in the name of Deutsche Bank AG, acting through its New York Branch (“DBNY”), a “majority-owned affiliate” of DBR Investments Co. Limited (“DBRI”), the originator of the Mortgage Loans) with a $9,839,231 initial aggregate Certificate Balance and representing approximately 21.4% of the Combined VRR Interest (by principal balance), to the Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Pooling and Servicing Agreement. Consistent with the Vertical Credit Risk Retention Agreement, dated and effective as of February 13, 2020, by and between Citi Real Estate Funding Inc. (“CREFI”), DBNY, DBRI, the Seller, GSMC, GS Bank and the Depositor, CREFI will be deemed to have acquired the Class VRR Certificates referred to in clause (ii) of the preceding paragraph from the Depositor and to have sold such Class VRR Certificates to DBRI, which in turn will be deemed to have sold such Class VRR Certificates to DBNY. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2020-Gc46)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 18, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 18, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $93,585,287, plus accrued interest on the Mortgage Loans contemplated hereby from and including November 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2015-C4 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in any related Companion Loan, Loans) all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date off Date, (and, in any event, excluding payments of principal and principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loansoff Date). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion LoanLoans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder holders of any related Companion LoanLoans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion LoanLoans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Mortgage Loans related to the Whole Loans pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage LoanLoans related to Whole Loans) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related a Companion LoanLoan Holder). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of January 20May 9, 2023 2019 (the “Underwriting Agreement”), between among the Purchaser Depositor, Xxxxxxx Sachs & Co. LLC (“GS&Co.”), Citigroup Global Markets Inc. (“CGMI”), AmeriVet Securities, Inc. (“AmeriVet”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with GS&Co., CGMI and AmeriVet, the “Underwriters”); and (ii) certain classes of the Class D, Class X-D, Class E, Class F, Class G-RR, Class H-RR and Class R Certificates (the “Private Certificates”) to GS&Co., CGMI, AmeriVet and Drexel as the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of January 20May 9, 2023 2019 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall (i) transfer the RR Interest to the Seller and (ii) at the Seller’s direction pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The Seller hereby directs the Purchaser to transfer the RR Interest directly to Xxxxxxx Sachs Bank USA. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc39)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20April 1, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20April 1, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $342,103,066, plus accrued interest on the Mortgage Loans contemplated hereby from and including April 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of the Prudential – Digital Realty Portfolio Mortgage Loan, the Georgetown Squared & Seattle Design Center Mortgage Loan, the Continental Towers Mortgage Loan, the 0000 Xxxxx Xxxxxx Mortgage Loan, the 00 Xxxxx Xxxxxx Mortgage Loan and the Hilton Clearwater Beach Resort & Spa Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Prudential – Digital Realty Portfolio Mortgage Loan, the Georgetown Squared & Seattle Design Center Mortgage Loan, the Continental Towers Mortgage Loan, the 0000 Xxxxx Xxxxxx Mortgage Loan, the 00 Xxxxx Xxxxxx Mortgage Loan and the Hilton Clearwater Beach Resort & Spa Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January November 20, 2023 2018 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January November 20, 2023 2018 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 2, 3 and 11 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). With respect to the Mortgage Loan secured by the Mortgaged Property identified as Mortgage Loan Number 25 on the Mortgage Loan Schedule, Natixis Real Estate Capital LLC has retained the Loan Seller Defeasance Rights and Obligations. The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller (or, in the case of the Mortgage Loan secured by the Mortgaged Property identified as Mortgage Loan Number 25 on the Mortgage Loan Schedule, Natixis Real Estate Capital LLC (in addition to the notice provided to the Seller pursuant to clause (i) of this paragraph)) pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2018-C14 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2029, 2023 2021 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) a single class of the Certificates (the “Class A-4A2 Certificates”) to a third party investor specified in the Class A-4A2 Certificate Purchase Agreement, dated as of January 29, 2021 (the “Class A-4A2 Certificate Purchase Agreement”), between the Purchaser and such third party investor; and (iiiii) certain classes of the Certificates (collectively with the Class A-4A2 Certificates, the “Private Certificates”) ), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2029, 2023 2021 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) cause the Uncertificated VRR Interest, having an initial principal balance of $18,940,250 and representing approximately 24.74% of the Combined VRR Interest (by principal balance), to be registered under the Pooling and Servicing Agreement in the name of Xxxxxxx Xxxxx Bank USA (“GS Bank”). The Seller acquired the Mortgage Loans from GS Bank, and the delivery of such Uncertificated VRR Interest for the account of GS Bank is to be made in exchange for a reduction in the price received by GS Bank for the sale, through the Seller, to the Purchaser of the Mortgage Loans. Consistent with the Vertical Credit Risk Retention Agreement, dated and effective as of January 29, 2021, by and between Citi Real Estate Funding Inc. (“CREFI”), German American Capital Corporation, JPMorgan Chase Bank, National Association, the Seller, GS Bank, and the Depositor, CREFI will be deemed to have acquired the Uncertificated VRR Interest referred to in clause (ii) of the preceding paragraph from the Depositor and to have sold such Uncertificated VRR Interest to GS Bank. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20May 6, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20May 6, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $97,865,913.37, plus accrued interest on the Mortgage Loans contemplated hereby from and including May 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2015-C2 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in SECTION 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the St. Luke’s Office Mortgage Loan, the Columbus Office Portfolio I Mortgage Loan, the Alexandria Corporate Park Mortgage Loan and the Garden Multifamily Portfolio Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Columbus Office Portfolio I Mortgage Loan, the Alexandria Corporate Park Mortgage Loan and the Garden Multifamily Portfolio Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and HSBC Securities (USA) Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20June 21, 2023 2017 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; and , (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC (the “Initial PurchasersPurchaser” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20June 21, 2023 2017 (the “Certificate Purchase Agreement”), between among the Purchaser, Column Financial, Inc. and the Initial Purchaser and (iii) the Class 85BD-A, Class 85BD-B and Class 85BD-C to Natixis Securities Americas LLC and Credit Suisse Securities (USA) LLC (collectively, the “Loan-Specific Initial Purchasers”) pursuant to the loan-specific certificate purchase agreement, dated as of June 20, 2017 among the Purchaser and the Loan-Specific Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 8, 9, 11, 12, 14, 15, 16, 18, 22, 23, 24, 28, 29, 30, 31 and 32 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and establish the successor borrower and to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2017-C8 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Outside Serviced Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Outside Serviced Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Outside Serviced Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Outside Serviced Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole the Outside Serviced Trust Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Outside Serviced Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 22, 2023 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 22, 2023 2013 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $376,941,639.30, plus accrued interest on the Mortgage Loans contemplated hereby from and including December 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2013-Gc17)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in Section 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and Barclays Capital Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20April 3, 2023 2018 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and Barclays Capital Inc. (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20April 3, 2023 2018 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 14, 16, 17, 25, 26, 28, 29, 31, 32, 33, 36, 46, 47 and 54 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined in the Pooling and Servicing Agreement) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In The Purchaser will engage (i) Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Mxxxxxxx Financial Group, Inc. (collectively, the “Underwriters”) to act as placement agents in connection with the transfer pursuant to this Section 1 offer and sale of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) pursuant to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20November 21, 2023 2022 (the “Underwriting Agreement”), between among the Purchaser Purchaser, 3650 Real Estate Investment Trust 2 LLC and the Underwriters; Underwriters and (ii) certain classes of the Certificates Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Mxxxxxxx Financial Group, Inc. (collectively, the “Private Certificates”) to the initial purchasers (the “Initial PurchasersPlacement Agents” and, collectively with the Underwriters, the “Dealers”) specified to act as placement agents in connection with the Purchase offer and sale of certain of the Certificates (the “Private Certificates”) pursuant to the Placement Agent Agreement, dated as of January 20November 21, 2023 2022 (the “Certificate Purchase Placement Agent Agreement”), between among the Purchaser Purchaser, 3650 Real Estate Investment Trust 2 LLC and the Initial PurchasersPlacement Agents. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (3650R 2022-Pf2 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of the 000 Xxxxxxxx Xxxxxx Mortgage Loan, ExchangeRight Net Leased Portfolio Mortgage Loan, Saint Louis Galleria Mortgage Loan and Nebraska Crossing Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject 000 Xxxxxxxx Xxxxxx Mortgage Loan, ExchangeRight Net Leased Portfolio Mortgage Loan, Saint Louis Galleria Mortgage Loan and Nebraska Crossing Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC and SG Americas Securities, LLC (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20February 28, 2023 2019 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC and SG Americas Securities, LLC (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20February 28, 2023 2019 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in any related the Hyatt Place Texas Portfolio Companion Loan, ) all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date Date, notwithstanding anything herein to the contrary (and, in any event, excluding payments of principal and principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related the Hyatt Place Texas Portfolio Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder holders of any related the Hyatt Place Texas Portfolio Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related the Hyatt Place Texas Portfolio Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Hyatt Place Texas Portfolio Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Hyatt Place Texas Portfolio Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Hyatt Place Texas Portfolio Companion LoanLoan Holder). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20October 14, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20October 14, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $106,897,550.75, plus accrued interest on the Mortgage Loans contemplated hereby from and including October 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2015-Gc34)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in SECTION 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Mortgage Loan identified on Exhibit A hereto as Loan No. 3 and evidenced by the note A-2 related thereto (the “Two Independence Square Mortgage Loan”), the Park Center Phase I Mortgage Loan, the Westin Building Exchange Mortgage Loan, The Boulders Resort & Spa Mortgage Loan and the West Town Mall Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of note A-2 of the subject Two Independence Square Mortgage Loan and the holder of the Park Center Phase I Mortgage Loan, the Westin Building Exchange Mortgage Loan, the Boulders Resort Mortgage Loan and the West Town Mall Mortgage Loan) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20September 19, 2023 2017 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20September 19, 2023 2017 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 5, 6, 17 and 26 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Farmers Insurance Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Farmers Insurance Mortgage Loan) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, UBS Securities LLC, SG Americas Securities, CIBC World Markets Corp. and Academy Securities, Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January November 20, 2023 2019 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC, UBS Securities LLC and SG Americas Securities, LLC (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January November 20, 2023 2019 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 4 and 17 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). With respect to the Mortgage Loan secured by the Mortgaged Property identified as Mortgage Loan Number 7, 44 and 48 on the Mortgage Loan Schedule, Bayview Commercial Mortgage Finance, LLC has retained the Loan Seller Defeasance Rights and Obligations. With respect to the Mortgage Loan secured by the Mortgaged Property identified as Mortgage Loan Number 24 on the Mortgage Loan Schedule, Regions Bank has retained the Loan Seller Defeasance Rights and Obligations. The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller (or, in the case of the Mortgage Loan secured by the Mortgaged Property identified as Mortgage Loan Number 7, 44 and 48 on the Mortgage Loan Schedule, Bayview Commercial Mortgage Finance, LLC, and in the case of the Mortgage Loan Secured by the Mortgaged Property identified as Mortgage Loan Number 24 on the Mortgage Loan Schedule, Regions Bank (in addition to the notice provided to the Seller pursuant to clause (i) of this paragraph)) pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2019-C18 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in any related the Dallas Market Center Companion Loan, Loans and the Xxxxx Office Portfolio Companion Loans) all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal and principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related the Dallas Market Center Companion LoanLoans and the Xxxxx Office Portfolio Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder holders of any related the Dallas Market Center Companion LoanLoans and the Xxxxx Office Portfolio Companion Loans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related the Dallas Market Center Companion LoanLoan and the Xxxxx Office Portfolio Companion Loans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Dallas Market Center Mortgage Loan and the Xxxxx Office Portfolio Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Dallas Market Center Mortgage Loan and the Xxxxx Office Portfolio Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Dallas Market Center Companion LoanLoan Holder and any Xxxxx Office Portfolio Companion Loan Holder). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20July 16, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20July 16, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $408,128,821.21, plus accrued interest on the Mortgage Loans contemplated hereby from and including July 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2015-Gc32)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20May 6, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20May 6, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $126,499,994.79, plus accrued interest on the Mortgage Loans contemplated hereby from and including May 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2015-C2 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders holder of interests in any related the CityScape – East Office/Retail Companion Loan and the 1500 Sprint Garden Companion Loan, ) all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Depositor the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Master Servicer Depositor into the Collection Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to one day of interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related the CityScape – East Office/Retail and 1500 Sprint Garden Companion LoanLoans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related the CityScape – East Office/Retail Companion Loan or the 1500 Sprint Garden Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related holder the CityScape – East Office/Retail Companion Loan or the 1500 Sprint Garden Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the CityScape – East Office/Retail Mortgage Loan and the 1500 Sprint Garden Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject CityScape – East Office/Retail Mortgage Loan and the 1500 Sprint Garden Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related CityScape – East Office/Retail or 1500 Sprint Garden Companion LoanLoan Holder, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2024, 2023 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2024, 2023 2014 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $340,305,295.79, plus accrued interest on the Mortgage Loans contemplated hereby from and including January 1, 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2014-Gc18)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Depositor the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Master Servicer Depositor into the Collection Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2028, 2023 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2028, 2023 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $124,798,258, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of the Bison Portfolio Mortgage Loan and the ExchangeRight Net Leased Portfolio 28 Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Bison Portfolio Mortgage Loan and the ExchangeRight Net Leased Portfolio 28 Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, UBS Securities LLC, SG Americas Securities, LLC and Academy Securities Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20September 17, 2023 2019 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC, UBS Securities LLC and SG Americas Securities, LLC (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20September 17, 2023 2019 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2019-C17 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Outside Serviced Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related Outside Serviced Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Outside Serviced Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Outside Serviced Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any the related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20April 16, 2023 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20April 16, 2023 2013 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $231,271,292.55, plus accrued interest on the Mortgage Loans contemplated hereby from and including April 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2013-Gcj11)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of The Greystone Mortgage Loan and the Lafayette Park Mortgage Loan, pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of The Greystone Mortgage Loan and the subject Lafayette Park Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January November 20, 2023 2018 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January November 20, 2023 2018 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 5, 6, 16, 23, 27, 33 and 36 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the rights of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). With respect to the Mortgage Loan secured by the Mortgaged Property identified as Mortgage Loan Number 25 on Exhibit B to the Pooling and Servicing Agreement, which Mortgage Loan is being sold to the Purchaser by Column Financial, Inc., the Mortgage Loan Seller has retained the Loan Seller Defeasance Rights and Obligations. The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations (including with respect to the Mortgage Loan secured by the Mortgaged Property identified as Mortgage Loan Number 25 on Exhibit B to the Pooling and Servicing Agreement) shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2018-C14 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Defeasance Rights defeasance rights and Obligations obligations of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in SECTION 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20May 17, 2023 2016 (the “Underwriting Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20May 17, 2023 2016 (the “Certificate Purchase Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $163,718,451.85 plus accrued interest on the Mortgage Loans contemplated hereby (excluding transaction expenses) from and including May 1, 2016 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2016-C6 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in SECTION 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Peachtree Mall Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Peachtree Mall Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters underwriter (the “UnderwritersUnderwriter”) specified in the Underwriting Agreement, dated as of January 20November 10, 2023 2016 (the “Underwriting Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriter, and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers purchaser (the “Initial PurchasersPurchaser” and, collectively with the UnderwritersUnderwriter, the “Dealers”) specified in the Purchase Agreement, dated as of January 20November 10, 2023 2016 (the “Certificate Purchase Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Initial PurchasersPurchaser. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the date hereof and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 19, 24 and 46 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and establish the successor borrower and to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2016-C7 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Defeasance Rights defeasance rights and Obligations obligations of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in SECTION 3(a) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20May 17, 2023 2016 (the “Underwriting Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20May 17, 2023 2016 (the “Certificate Purchase Agreement”), between the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $41,459,852.26 plus accrued interest on the Mortgage Loans contemplated hereby (excluding transaction expenses) from and including May 1, 2016 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2016-C6 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date), and excluding any Retained Loan Seller Defeasance Rights and Obligations (as defined below) with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller (other than the documents and records described in the concluding proviso in the first paragraph of Section 3(a) hereof or the concluding proviso of Section 3(b) hereof) shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters Credit Suisse Securities (USA) LLC, UBS Securities LLC and Deutsche Bank Securities Inc. (collectively, the “Underwriters”) specified in pursuant to the Underwriting Agreement, dated as of January 20March 23, 2023 2021 (the “Underwriting Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Underwriters; Underwriters and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers Credit Suisse Securities (USA) LLC, UBS Securities LLC and Deutsche Bank Securities Inc. (collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in pursuant to the Certificate Purchase Agreement, dated as of January 20March 23, 2023 2021 (the “Certificate Purchase Agreement”), between among the Purchaser Purchaser, Column Financial, Inc. and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for The purchase price of the Mortgage Loans, the Purchaser Loans shall pay, by wire transfer of immediately available funds, be equal to the Seller or at the Seller’s direction that sum amount set forth in on the funding schedule executed by cross receipt between the Seller and the Purchaser relating dated the Closing Date and shall be paid by the Purchaser to the sale of Seller in immediately available funds on the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Notwithstanding anything to the contrary, the Purchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 12, 20, 21 and 26 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan (“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer Certificate Administrator the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer Certificate Administrator into the Collection Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to one day of interest at the related Net Mortgage Rate on the related Cut-Off Date Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 2025, 2023 2024 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 2025, 2023 2024 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) deliver or cause the delivery of Class VRR Certificates (registered in the name of the Seller) with a $5,731,000 initial aggregate Certificate Balance and representing approximately 28.9% of the Combined VRR Interest (by principal balance), to the Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of the Seller in accordance with the Pooling and Servicing Agreement. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (BMO 2024-5c3 Mortgage Trust)
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Outside Serviced Companion Loan, all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage LoansDate). In addition, on the Closing Date, the Seller shall cause to be delivered to the Master Servicer the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Master Servicer into the Collection Account on behalf of the Seller and for the benefit of the Trust Fund. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related Outside Serviced Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Outside Serviced Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Outside Serviced Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any the related Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) sell certain classes of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 20April 16, 2023 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; , and (ii) the Purchaser will sell certain classes of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of January 20April 16, 2023 2013 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $530,797,353.97, plus accrued interest on the Mortgage Loans contemplated hereby from and including April 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2013-Gcj11)