Common use of INDEX OF DEFINED TERMS Clause in Contracts

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 18 Mortgage Note 1 Agreement 1 Officer’s Certificate 6 Mortgagor 1 ▇▇▇▇ of Sale 2 MOU 26 Certificate Administrator 1 Officer’s Certificate 7 Certificate Purchase Agreement 1 Other Mortgage Loans 1 Certificate Administrator Certificates 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Preliminary Memorandum 2 Collateral Information 10 Public 11 Private Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 18 Prospectus Supplement 2 Cure Request 16 Repurchase Request 19 17 Public Certificates 1 Custodian 1 Seller Purchaser 1 Defective Mortgage Loan 17 18 Repurchase Request 20 Dispute 20 Seller 1 Excluded Mortgage Loan Special Servicer 1 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Dispute 19 Seller Reporting Information 13 14 Final Judicial Determination 20 Memorandum 2 Seller’s Information 13 Final Memorandum 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 13 14 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 17 UCC 5 Material Document Defect 16 17 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 215, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July June 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), excluded mortgage loan special servicer (in such capacity, the “Excluded Mortgage Loan Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and Park Bridge Lender Services authenticating agent, LNR Partners, LLC, as general special servicer (the “General Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C23, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C23 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 The following terms used in this Agreement have the meanings ascribed to them on the pages indicated below: Acceptable Confidentiality Agreement 58 Acceptance Time 3 Acquisition Agreement 46 Action 58 Adverse Recommendation Change 47 Affiliate 58 Agreement 1 Officer’s Anti-Corruption Laws 35 Appraisal Shares 7 Bid 23 Book-Entry Shares 8 Business Day 58 Capitalization Date 13 Cash Out Number 11 Cash-Out Option 9 Cash-Out RSUs 10 Certificate 7 Certificate of Merger 5 Code 4 Commercially Available Software 58 Company 1 Company 401(k) Plan 51 Company Benefit Plan 58 Company Board 1 Company Bylaws 12 Company Certificate of Incorporation 12 Company Common Stock 1 Company Disclosure Letter 58 Company Employee 51 Company Equity Awards 13 Company Government Contract 24 Company Government Subcontract 24 Company Intellectual Property 59 Company MSU 59 Company Preferred Stock 13 Company Products 30 Company Registered IP 31 Company RSAs 13 Company RSUs 13 Company Securities 14 Company Stock Options 13 Company Stock Plans 13 Company Subsidiary Securities 13 Company Termination Fee 59 Compensation Committee 37 Confidentiality Agreement 59 Contract 59 Copyrights 30 Covered Securityholders 37 DGCL 1 Domain Names 30 Effective Time 6 ▇▇▇▇ of Sale Employment Compensation Arrangement 37 Environment 20 Environmental Claim 20 Environmental Law 20 Environmental Permits 19 Equity Award Exchange Ratio 59 ERISA 59 ERISA Affiliate 59 ESPP 11 Exchange Act 2 Other Mortgage Loans Exchange Fund 8 Existing Credit Agreement 54 Fairness Opinion 37 FAR 25 Filed SEC Documents 12 Final Offering Period 11 Financial Advisor 37 Financial Advisor Agreement 37 First Measurement Period 11 Fixed Asset Plan 42 Foreign Merger Control Laws 15 Former Government Employee 26 GAAP 16 Governmental Authority 15 Governmental Authorizations 15 Hazardous Materials 21 HSR Act 15 Import and Export Laws 19 Indebtedness 59 Indemnified Party 52 Intellectual Property 30 Intellectual Property Rights 30 Intervening Event 47 Judgment 15 Knowledge 59 Labor Agreement 26 Last Measurement Period 11 Law 15 Leased Real Property 30 Liens 13 Marks 30 Material Adverse Effect 59 Material Contract 23 Material Policies 35 Maximum Premium 53 Merger 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger Closing 5 Merger Closing Date 5 Merger Consideration 7 Merger Sub 1 Minimum Tender Condition I-1 Multiemployer Plan 60 Notice of Intended Recommendation Change 47 OFAC 19 Offer 1 Offer Closing 3 Offer Conditions 2 Prospectus Supplement Offer Documents 3 Offer Price 1 Collateral Information Open Source Materials 31 Ordinary Course of Business 60 Outside Date 55 Owned Company Intellectual Property 30 Parent 1 Parent 401(k) Plan 51 Parent Cash Award 10 Public Certificates Parent Common Stock 9 Parent Common Stock VWAP 60 Parent Material Adverse Effect 60 Parent RSU 10 Parent Stock Option 9 Parties 1 Crossed Mortgage Loans 17 Purchaser Party 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations Patents 30 Paying Agent 8 Permitted Liens 60 person 61 Privacy Laws 36 Real Property Leases 30 Recommendation 15 Registered IP 61 Regulatory Condition I-1 Release 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ Representative 61 Restraint Condition I-1 Restraints 55 Rollover Number 11 Roll-Over Option 9 Roll-Over RSU 10 ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit Act 16 Schedule 14D-9 4 Schedule TO 3 SEC 3 SEC Documents 16 Section 251(h) 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Short Performance Period 11 Software 31 Specified Foreign Merger Control Laws 49 Subsidiary 61 Superior Proposal 45 Support Agreement (the “Pooling and Servicing Agreement”), to be dated as 1 Surviving Corporation 5 Surviving Corporation Certificate of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Incorporation 6 Takeover Laws 15 Takeover Proposal 45 Tax 61 Tax Returns 61 Taxes 61 Technical Regulations 21 Third Party Intellectual Property License 61 Top Customers 36 Top Suppliers 36 Total Number 11 Trade Secrets 31 Transaction Litigation 49 TSR 61 Underwater Option 10 Voting Company Debt 14

Appears in 2 contracts

Sources: Merger Agreement (Nimble Storage Inc), Merger Agreement (Hewlett Packard Enterprise Co)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans 1 Accountant’s Due Diligence Report 15 Mortgage Note 1 Affected Loan(s) 17 MOU 25 19 Mortgagor 1 Agreement 1 Officer’s Certificate 6 MOU 26 ▇▇▇▇ of Sale 2 Officer’s Certificate 7 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Administrator Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement Certificates 1 Preliminary Memorandum 1 Certificates 1 Closing Date 2 Private Certificates 1 Closing Date 2 Collateral Information 11 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Public Certificates 1 Cure Request 17 Purchaser 1 Cure Request 16 Custodian 1 Repurchase Request 19 Custodian 1 Seller 1 20 Defective Mortgage Loan 17 18 Seller 1 Dispute 20 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Dispute 19 Seller Reporting Information 13 14 Final Judicial Determination 20 Memorandum 1 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust Special Servicer 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 16 Document Defect 17 UCC 5 Material Document Defect 16 Mortgage File 3 Underwriters 1 Mortgage File 3 Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21July 24, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July August 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C24, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-B, Class X-BD, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13July 15, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Officer’s Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate 6 ▇▇▇▇ of Sale Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Prospectus Supplement Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Collateral Information 10 Public Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Crossed Mortgage Loans 17 Purchaser Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Cure Request 16 Repurchase Request 19 Custodian Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations Subsidiaries 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule Surviving Entity 2 Mortgage Loan Purchase Agreement Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”)) is made as of November 6, dated June 212007, 2013by and among Charter LCI Corporation, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan ServicesThe Providence Service Corporation, a Division of PNC Bank, National Association, as master servicer Delaware corporation (in such capacity, the Master Servicer”) and special servicer (in such capacity, the “Special ServicerParent”), ▇▇▇▇▇ Fargo BankPRSC Acquisition Corporation, National Associationa Delaware corporation and a direct, as trustee wholly-owned subsidiary of Parent (in such capacity, the TrusteeMerger Sub”), certificate administrator (in such capacityand, the “Certificate Administrator”)only with respect to those Sections of this Agreement expressly applicable to it, certificate registrarCLCI Agent, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, a Delaware limited liability company, as trust advisor (the “Trust Advisor”). In exchange for representative of the Mortgage Loans Sellers and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them persons identified in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date Section 9 hereof (the “Underwriting AgreementStockholders’ Representative”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 2 contracts

Sources: Merger Agreement (Providence Service Corp), Merger Agreement (Providence Service Corp)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Loan Schedule 1 Affected Loan(s) 17 Mortgage Loans 1 Agreement 1 MOU 25 Agreement 1 Bank of America Lender Successor MSMCH 2 Borrower Right 21 Officer’s Certificate 6 B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Reporting Information 13 Dispute 19 Seller Reporting Seller’s Information 13 Final Judicial Determination 20 Seller’s Information 13 Special Servicer 1 Final Memorandum 1 Special Servicer Trust 1 Indemnification Agreement 13 Trust Advisor 1 Initial Purchasers 1 Trust Advisor Trustee 1 Master Servicer 1 Trustee 1 UCC 5 Material Breach 16 UCC 5 Underwriters 1 Material Document Defect 16 Underwriters Underwriting Agreement 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21as of July 13, 20132012, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Bank of America, National Association (“Seller”) and M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 2012 between Purchaser, as depositor, Bank of America, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrarregistrar and authenticating agent, authenticating agent and W▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10 C5 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, ▇LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31July 6, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), ) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13July 6, 2013 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Alternative Acquisition Agreement 26 Applicable Date 12 Bankruptcy and Equity Exceptions 9 Cap 31 Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger 3 Clearance Date 28 Closing 3 Closing Date 3 Common Stockholder Approval 9 Company Assets 10 Company Board 1 Company Board Recommendation 1 Company Certificates 4 Company Common Stock 1 Company Contracts 15 Company Convertible Note 5 Company Disclosure Letter 8 Company Financial Advisor 18 Company Organizational Documents 9 Company Parties 39 Company Permits 17 Company Proxy Materials 28 Company Proxy Statement 9 Company Rights Agreement 11 Company SEC Reports 12 Company Stockholders Meeting 9 Converted Share 4 Converted Shares 4 Courts 45 DGCL 1 Dissenting Share 8 Dissenting Shares 8 Effective Time 3 Electronic Delivery 48 Environmental Laws 16 Environmental Matters 16 Exchange Act 10 Excluded Shares 4 Expenses 33 Expenses Reimbursement 38 GAAP 13 Go-Shop Period 33 Governmental Entity 9 Indemnification Expenses 30 Indemnified Person 30 Legal Actions 15 Liabilities 14 Management Services Agreement 25 Merger 1 Merger Sub 1 ModusLink CVR 4 ModusLink CVR Agreement 2 Prospectus Supplement NYSE 20 Outside Date 36 Parent 1 Collateral Information 10 Public Certificates Parent Assets 20 Parent LPA 2 Parties 1 Crossed Mortgage Loans Party 1 Payment Agent 5 Payment Fund 5 Per Share Cash Merger Consideration 4 Per Share Merger Consideration 4 Permits 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Preferred Stockholder Approval 9 Representatives 24 Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule Agent 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. Act 12 Schedule 13E-3 27 SEC 9 Securities Act 10 Special Committee 1 Special Committee Recommendation 1 Surviving Bylaws 3 Surviving Charter 3 Surviving Corporation 3 Takeover Statutes 10 Tax Return 16 Taxes 16 Termination Fee 38 Transactions 1 AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2022 (as amended, this Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Servicesby and among Steel Partners Holdings L.P., a Division of PNC Bank, National Association, as master servicer Delaware limited partnership (in such capacity, the Master Servicer”) and special servicer (in such capacity, the “Special ServicerParent”), ▇▇▇▇▇ Fargo BankSP Merger Sub, National AssociationInc., as trustee a Delaware corporation and a wholly-owned subsidiary of Parent (in such capacity, the Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “CustodianMerger Sub”), and Park Bridge Lender Services LLCSteel Connect, as trust advisor Inc., a Delaware corporation (the “Trust Advisor”). In exchange for the Mortgage Loans Company” and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling with Parent and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacityMerger Sub, the “UnderwritersParties” and each, a “Party”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 2 contracts

Sources: Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Connect, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as depositor▇▇ ▇▇▇▇▇▇▇▇▇, Midland , ▇▇▇▇▇▇▇ Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Affected Loan(s) 17 Bank of America Lender Successor MOU 25 Agreement 1 26 Borrower Right 21 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Reporting Information 14 Dispute 19 Seller Reporting 20 Seller’s Information 13 Final Judicial Determination 20 Seller’s Information 13 Special Servicer 1 Final Memorandum 1 Special Servicer Trust 1 Indemnification Agreement 13 Trust Advisor 1 Initial Purchasers 1 Trust Advisor Trustee 1 Master Servicer 1 Trustee 1 UCC 5 Material Breach 16 UCC 5 Underwriters 1 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Bank of America, National Association (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrarregistrar and authenticating agent, authenticating agent and ▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SBAB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Officer’s Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 ▇▇▇▇▇ Existing Employment Agreement 55 ▇▇▇▇▇ New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Sale 2 Other Mortgage Transmittal 7 Liens 13 Loans 1 Certificate Administrator 1 Pooling and Servicing 28 Management Services Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 55 Maryland Department 1 Material Breach 16 UCC Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 Material Document Defect 16 Underwriters MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Mortgage File 3 Underwriting Agreement Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 ▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇ 16 ▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇ Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling Account Common Shares 3 Trust Preferred Securities 60 Voting and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Support Agreement 1 vi AGREEMENT AND PLAN OF MERGER

Appears in 2 contracts

Sources: Merger Agreement (Taylor Capital Group Inc), Merger Agreement (Mb Financial Inc /Md)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans Note 1 Accountant’s Due Diligence Report 15 Mortgagor 1 Affected Loan(s) 17 19 MOU 25 27 Agreement 1 Officer’s Certificate 6 ▇7 B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 11 Public Certificates 1 Crossed Mortgage Loans 17 19 Purchaser 1 Cure Request 16 17 Repurchase Request 19 21 Custodian 1 Seller 1 Defective Mortgage Loan 17 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Dispute 19 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 13 14 Final Judicial Determination 20 Memorandum 1 Seller’s Information 13 Final Memorandum 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 13 Trust 14 SMC 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 16 Document Defect 17 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loans 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21July 24, 20132015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and M▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July August 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC W▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ Bank of America M▇▇▇▇▇▇ L▇▇▇▇ Trust 20132015-C10C24, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, CIBC World Markets Corp. and D▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇, LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXXB, Class X-BD, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13July 15, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller and Purchaser Party hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Term Page 10-Year Fixed Rate Notes 8 18-Month Floating Rate Notes 7 20-Year Fixed Rate Note 8 2-Year Fixed Rate Notes 7 30-Year Fixed Rate Notes 8 3-Year Fixed Rate Notes 8 3-Year Floating Rate Notes 8 5-Year Fixed Rate Notes 8 5-Year Floating Rate Notes 8 7-Year Fixed Rate Notes 8 Account Control Agreement 31 Acquisition 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale Additional Senior Notes 9 Adjustments 14 Agent Members 16 Alternative Rate 14 Applicable Procedures 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July Base Indenture 1, 2013 between PurchaserB-1 Below Investment Grade Rating Event 26 Business Day 2 Calculation Agent 12 Change of Control 27 Change of Control Offer 25 Change of Control Payment 25 Change of Control Payment Date 25 Change of Control Triggering Event 27 Cigna 2 Clearstream 2 Collateral Default 35 Company 1, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”)A-▇, ▇-▇ Comparable Treasury Issue 29 Comparable Treasury Price 29 Covenant Defeasance 40 Daily Interest Amount 14 Definitive Note 2 Depository 2 Designated Subsidiary 2 Domestic Subsidiary 2 Euroclear 2 Event of Default 34 Exchange Act 25 Exchange Notes 2 Express Scripts 2 First Supplemental Indenture B-1 Fitch 27 Fixed Rate Make Whole Redemption Price 28 Fixed Rate Notes 8 Floating Rate Interest Payment Date 12 Floating Rate Notes 8 G▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇, ▇-▇ Guarantee Release Condition 42 Guarantor B-▇ ▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇▇▇ ▇, ▇-▇ IFA 14 Indenture 1, B-1 Independent Investment Banker 29 Initial Notes 2 Interest Determination Date 13 Interest Payment Date 3 Interest Reset Date 12 Investment Grade Rating 27 LIBOR Alternative Rate Provision 14 LIBOR Event 14 London Business Day 13 Make-Whole Basis Points 29 Mandatorily Redeemable Notes 3 M▇▇▇▇'& Co. LLC28 nationally recognized statistical rating organization 28 Notes Custodian 3 Notice of Default 34 Offering Memorandum 3 Par Call 28 Par Call Date 29 Permitted Investments 32 person 27 Pledged Property 31 Primary Treasury Dealer 30 Purchase Agreement 3 QIB 3 Qualified Institutional Buyer 3 Rating Agencies 28 Record Date 3 Redemption Exclusive Control Trigger Event 32 Reference Treasury Dealer 30 Reference Treasury Dealer Quotations 30 Registered Exchange Offer 3 Registration Rights Agreement 3 Regular Record Date 11 Regulation S 3 Regulation S Global Note 15 Regulation S Notes 3 Required Merger 32 Restricted Notes Legend 2, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the 3 Restricted Period 4 Rule 144 4 Rule 144A 4 Rule 144A Global Note 15 Rule 144A Notes 4 S&P 28 Securities Act 4, A-1 Security Agreement 4 Segregated Collateral Accounts 31 Senior Notes 8 Special Mandatory Redemption 30 Special Mandatory Redemption Date 31 Special Mandatory Redemption Price 31 Special Mandatory Redemption Trigger Date 30 Stated Maturity 4 Supplemental Indenture 1, B-1 Transfer Restricted Note 4 Treasury Rate 30 Trigger Date 4 Trustee 1 Use of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Proceeds Exclusive Control Trigger Event 32 voting stock 27 ARTICLE II THE SENIOR NOTES

Appears in 2 contracts

Sources: Supplemental Indenture (Cigna Corp), Supplemental Indenture (Halfmoon Parent, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 24 Agreement 1 Officer’s Certificate 6 B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 9 Public Certificates 1 Crossed Mortgage Loans 17 16 Purchaser 1 Cure Request 16 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 16 Seller Defeasance Rights and Obligations 21 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 19 Seller’s Information 13 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 15 UCC 5 Material Document Defect 16 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21as of September 14, 20132011, between M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July October 1, 2013 2011 between Purchaser, as depositor, Midland Loan Services, a Division of PNC W▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer ), custodian (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “TrusteeCustodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrarregistrar and authenticating agent, authenticating agent and custodian Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (in such capacity, the “CustodianSpecial Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and Park Bridge Lender Services LLCTriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132011-C10 C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, ▇LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated the date hereof September 14, 2011 (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated the date hereof as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31September 2, 20122011, as supplemented by a Prospectus Supplement dated the date hereof September 14, 2011 (together, the “Prospectus Supplement”), ) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated June 13September 2, 2013 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2011-C3), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2011-C3)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 1 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21as of July 13, 20132012, between M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 2012 between Purchaser, as depositor, Bank of America, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrarregistrar and authenticating agent, authenticating agent and W▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10 C5 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, ▇LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31July 6, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), ) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13July 6, 2013 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Accountant's Due Diligence Report 15 Mortgage Note 1 Affected Loan(s) 17 MOU 25 18 Mortgagor 1 Agreement 1 Officer’s Certificate 6 ▇MOU 26 B▇▇▇ of Sale 2 Officer’s Certificate 7 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Administrator Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement Certificates 1 Preliminary Memorandum 1 Certificates 1 Closing Date 2 Private Certificates 1 Closing Date 2 Collateral Information 11 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Public Certificates 1 Cure Request 17 Purchaser 1 Cure Request 16 Custodian 1 Repurchase Request 19 Custodian 1 Seller 1 20 Defective Mortgage Loan 17 18 Seller 1 Dispute 20 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Dispute 19 Seller Reporting Information 13 14 Final Judicial Determination 20 Memorandum 1 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust Special Servicer 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 16 Document Defect 17 UCC 5 Material Document Defect 16 Mortgage File 3 Underwriters 1 Mortgage File 3 Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21July 24, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July August 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC W▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ Bank of America M▇▇▇▇▇▇ L▇▇▇▇ Trust 20132015-C10C24, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, CIBC World Markets Corp. and D▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇, LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-B, Class X-BD, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13July 15, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Accrued PTO 35 Acquired Assets 1 Affected Loan(s) 17 MOU 25 Acquired Inventory 3 Acquired Leased Real Property 2 Acquired Real Property Leases 2 Action 54 Advisors 54 Affiliate 54 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ Agreement Dispute 51 Allocation 13 Allocation Objection Notice 13 Alternative Transaction 54 Assigned Contracts 2 Assumed Cure Costs 8 Assumed Liabilities 7 Auction 8 Audited Financial Statements 16 Available Contracts 8 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Bankruptcy Court Order 27 Bill of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Assignment and Assumption Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 12 Business 54 Business Day 54 Business Employee 34 Cash and Cash Equivalents 54 Chosen Courts 51 Closing 12 Closing Date 12 Company 1 Confidentiality Agreement 54 Consent 54 Contract 55 Copyright Assignment Agreement 12 Cure Costs 55 Dataroom 24 DC 2 Prospectus Supplement Deposit 1 Collateral Deposit Escrow Agent 55 Designation Rights Period 8 DIP Encumbrances 55 Documents 55 Domain Names 61 Effect 58 Encumbrance 55 Enforceability Exceptions 15 Environmental Laws 55 Environmental Permits 19 Equipment 55 ERISA 55 Estimated Inventory Count 11 Excluded Assets 5 Excluded Contracts 5 Excluded Fork Lifts 41 Excluded Inventory 55 Excluded Liabilities 7 Excluded Stores 56 Excluded Taxes 56 Existing Customer Deposits 5 Express Representations 24 Financial Statements 16 Fixed Amount 56 Fundamental Representations 42 GAAP 56 Governmental Authorization 56 Governmental Body 56 Guaranteed Obligations 39 Guarantor 1 Hazardous Substance 56 Indebtedness 30 Independent Arbiter 14 Information Presentation 24 Insurance Policies 3 Intellectual Property 56 Inventory 57 Inventory Count 11 Inventory Price 57 knowledge 57 Law 57 Leasehold Improvements 57 Liability 57 Marks 56 Material Adverse Effect 50, 58 Material Contract 17 Material Supplier 23 Order 59 Ordinary Course 59 Outside Date 44 Paid PTO 35 Parties 1 Party 1 Permits 19 Permitted Encumbrances 59 Person 59 Personal Information 59 Petition Date 1 Pre-Closing Tax Period 59 Projections 39 Proposed Allocation 13 Purchase Price 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Plans 35 Real Property Appurtenances 2 Representative Stores 11 Reserved Inventory 60 Sale Hearing 60 Sale Motion 60 Sale Order 60 Seller 1 Seller Intellectual Property 60 Seller IP Rights 60 Seller Parties 60 Seller Plan 60 Sellers 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information Social Media 62 Software 60 Subsidiaries 61 Subsidiary 61 Tail Policy 24 Tax 61 Tax Action 61 Tax Code 61 Tax Consideration 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Tax Return 61 Taxes 61 Technology 61 Trade Secrets 57 Trademark Assignment Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 12 Transaction Agreements 62 Transfer Offer 34 Transfer Taxes 45 Transferred Employees 34 Transition Services Agreement 62 Unaudited Financial Statements 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor passVehicles 62 Wind-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Down End Date 41

Appears in 2 contracts

Sources: Asset Purchase Agreement (F9 Investments LLC), Asset Purchase Agreement (LL Flooring Holdings, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional Obligations 2 Administrative Agent 1 Affected Loan(s) 17 MOU 25 Affiliate 2 appraiser 6 Authorized Officer 2 Authorized Purposes 2 Available Bond Credits 2 Board of Directors 3 Capitalized Lease Liabilities 3 Collateral Agent 1, 31 Corporate Trust Office 3 Cost 3 Credit Agreement 1 Credit Agreement Event of Default 4 Credit Agreement Obligations 4 Credit Agreement Secured Parties 4 Credit Documents 4 Debt 4 Deed of Trust 1 Deed of Trust Obligations 5 DOT Trustee 5 Enforcement Action 5 engineer 6 Event of Default 5 Excepted Property 5 Execution Date 1 Expert 6 Expert’s Certificate 6 Fair Value 7 First Indenture 1 Fraudulent Transfer Laws 20 Funded Cash 7 Funded Property 7 Government Obligations 8 Governmental Authority 8 Grantor 1 Grantor Order 8 Indenture Notes 2 Indenture Notes Event of Default 9 Indenture Notes Obligations 9 Indenture Notes Secured Parties 9 Indenture Trustees 9 Indentures 1, 9 Independent 9 Investment Securities 9 Lender 1 Lenders 1 Lien 10 Material Adverse Effect 10 Minimum Sale Price 49 Mortgaged Property 10 Obligations 11 Officer’s Certificate 6 11 Opinion of Counsel 11 Outstanding 11 Permitted Liens 12 Person 12 Property Additions 12 ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ of Sale 2 Other Mortgage Loans Money Lien 13 Qualified Bidder 49 Required Secured Parties 14 Responsible Officer 14 Second Indenture 1 Secured Parties 14 Secured Party Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 14 Secured Party Officer 15 Secured Party Representative 15 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between Indenture Act 23 ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:15

Appears in 2 contracts

Sources: Deed of Trust, Security Agreement and Fixture Filing (Ovation Acquisition I, L.L.C.), Deed of Trust, Security Agreement and Fixture Filing (Oncor Electric Delivery Co LLC)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU ACA 25 Acquired Company Confidential Information 68 Acquisition Proposal 58 Additional Equity Financing 65 Additional Escrow Account 9 Additional Escrow Claim 72 Additional Escrow Payout Schedule 11 Adjustment Amount Payout Schedule 11 Adjustment Unit Escrow Account 9 Agreement 1 Officer’s Allocation 68 Alternative Financing 62 Alternative Transaction 58 Base Balance Sheet 22 Business Combination 81 Cash Consideration Payout Schedule 11 Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger 3 Class I Directors 59 Class II Directors 59 Class III Directors 59 Closing 3 Closing Adjustment Statement 13 Closing Date 3 Companies Laws 1 Company 1 Company Disclosure Schedule 19 Company Equity Holder Support Agreement 2 Prospectus Supplement Company Non-Recourse Party 109 Company Sale 18 Company Securityholder Representative 1 Collateral Information 10 Public Certificates Company Sponsor Director Support Agreement 2 Company Sponsor Stockholders Agreement 8 Company Sponsor Support Agreement 2 Company Support Agreements 2 control 84 controlled by 84 D&O Indemnitees 73 Debt Commitment Letter 40 Debt Financing 40 DGCL 1 Crossed Mortgage Loans DLLCA 1 Domestication 1 Earn Out Payout Schedule 11 Earned Earn Out Units 17 Purchaser 1 Cure Request Effective Time 3 Enforcement Exceptions 20 Equity Consideration Payout Schedule 11 Estimated Closing Adjustment 13 Estimated Closing Adjustment Statement 13 Excess Amount 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information Exchange Agreement 7 Excluded Financing Expenses 64 Final Closing Adjustment 13 Final Judicial Determination 20 Seller’s Information Closing Adjustment Statement 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage PassFinancial Statements 22 Flow-Through Certificates, Series 2013Tax Item 69 Founder Stockholders Agreement 8 GAAP 13 Group 18 Intended Tax Treatment 68 IPO 81 IRS 25 Letter of Transmittal 12 Material Contracts 28 Material Permits 27 Merger 1 Merger Sub 1 Merger Sub Equity Holder Written Consent 1 Most Recent Balance Sheet Date 22 NCP Contingent Payment Escrow Account 9 NCP Contingent Payment Escrow Amount 9 NCP Contingent Payment Remaining Amount 16 NCP Contingent Payment Remaining Amount Payout Schedule 11 Objection Notice 14 Organization Agreement 7 Parent 1 Parent Class A Share Certificate 9 Parent Class A Shares 36 Parent Class B Share Certificate 9 Parent Class B Shares 36 Parent Common Stock 36 Parent Disclosure Schedule 35 Parent Equity Holder Meeting 55 Parent Financials 42 Parent Non-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling Recourse Party 110 Parent Related Party 44 Parent Sponsor Director Support Agreement 2 Parent Warrants 36 Parties 1 Party 1 Paying and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling Exchange Agent 12 Paying and Servicing Agreement. The Exchange Agent Agreement 12 Post-Closing Directors 59 Post-Closing Pubco Board 59 Prospectus 81 Proxy Statement 55 Public Certifications 42 Public Stockholders 81 Redemption 44 Registration Rights Agreement 7 Registration Statement 55 Remaining Amount 15 SEC Reports 42 Stock Price Earn-Out Statement 17 Stockholders Agreement 8 Surviving Company 1 Surviving Company Amended and Restated Limited Liability Company Agreement 3 Surviving Pubco 1 Surviving Pubco Bylaws 67 Surviving Pubco Charter 67 Surviving Pubco Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “V Share Subscription Agreement 7 Surviving Pubco Plans 74 Surviving Pubco Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Warrants 2 Surviving Pubco Warrants 2 Tax Partnership Matters Tax Receivable Agreement 7 Top Merchant 32 Top Merchants 32 Top Vendor 32 Top Vendors 32 Transfer Taxes 69 Trust Account 81 Trust Agreement 44 Trustee 44 under common control with 84 Voting Matters 55 Waiver Agreement 2 Withdrawing Director 59

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Thunder Bridge Acquisition LTD), Merger Agreement (Thunder Bridge Acquisition LTD)

INDEX OF DEFINED TERMS. 15Ga-1 Notice Acquired Partnership 1 Acquired Partnership GP 1 Acquired Partnership LPA 4 Acquisition Proposal 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 affiliate 33 Agreement 1 Officer’s Certificate Board 1 Code 13 Confidential Controlling Partnership Disclosure Schedule 7 Consent Solicitation Documents 16 Consolidated Persons 7 Contract 8 Contributed Interests 9 Controlling Partnership 1 Controlling Partnership GP 1 Controlling Partnership GP Agreement 21 Effect 5 Effective Time 3 Exchange Act 33 Exchange Agreement 21 Fund Holdings 1 Fund Holdings LPA 21 GAAP 5 Governmental Entity 6 ▇▇▇▇ of Group Partnerships 1 Holdings 1 HSR Act 6 Independent Directors 2 Interim Financial Statements 9 Investment Agreement 21 Investment Company Act 11 KKR Funds 7 KKR Group 9 Liability 3 Liens 2 Limited Partner Interests 1 Lock-Up Agreement 21 Losses 25 Management Holdings 1 Management Holdings LPA 21 Material Adverse Effect 5 Material Contract 13 Original Agreement 1 Outside Date 30 Participant 13 Permits 12 Permitted Liens 6 person 33 Press Release 14 Proceedings 25 Purchase and Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request Purchaser Common Units 2 Purchaser Enhanced Arrangement 13 Purchaser GP 1 Purchaser LPA 21 Requisite Unitholder Consent 16 Repurchase Request Restructuring Transactions 19 Custodian Satisfaction Date 3 SEC 10 Securities Act 10 Seller 1 Seller Common Units 2 Seller GP 1 Defective Mortgage Loan Seller Limited Partnership Agreement 5 Seller Recommendation 16 Specified Information 17 Seller Defeasance Rights and Obligations Tax Receivables Agreement 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement Taxes 12 This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of July 19, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated June 21is entered into by and among (1) KKR & Co. L.P., 2013a Delaware limited partnership (the “Controlling Partnership”), between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC acting through KKR Management LLC, a Delaware limited liability company (the “Controlling Partnership GP”) in its capacity as the general partner of the Controlling Partnership, (2) KKR Private Equity Investors, L.P., a Guernsey limited partnership (the “Seller”), acting through KKR Guernsey GP Limited, a Guernsey company limited by shares (the “Seller GP”) in its capacity as the general partner of the Seller, (3) KKR PEI Associates, L.P., a Guernsey limited partnership (the “Acquired Partnership GP”), acting in its capacity as the general partner of KKR PEI Investments, L.P., a Guernsey limited partnership (the “Acquired Partnership”), and acting through KKR PEI GP Limited, a Guernsey company limited by shares in its capacity as general partner of the Acquired Partnership GP (solely for purposes of Section 1.4), (4) KKR Holdings L.P., a Cayman Islands exempted limited partnership (“Holdings”), acting through KKR Holdings GP Limited in its capacity as general partner of Holdings (solely for purposes of Section 4, Section 5.4, Section 5.7, Section 5.10(b) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. Section 9.10), (5) KKR Management Holdings L.P., a Delaware limited partnership (“Management Holdings”), acting through KKR Management Holdings Corp. in its capacity as the general partner of Management Holdings (solely for purposes of Section 6), (6) KKR Fund Holdings L.P. (“Fund Holdings”), a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the general partner of the general partner of Fund Holdings (solely for purposes of Section 6) (Management Holdings and Fund Holdings are sometimes collectively referred to herein as the “Group Partnerships”) and (7) KKR Group Holdings L.P. (the “Purchaser”). Seller agrees to sell, and Purchaser agrees to purchasea Cayman Islands exempted limited partnership, certain mortgage loans listed on Exhibit 1 hereto acting through KKR Group Limited, a Cayman limited company (the “Mortgage LoansPurchaser GP”) in its capacity as described herein. Purchaser will convey the Mortgage Loans to a trust (general partner of the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”solely for purposes of Section 1.1, Section 1.2, Section 3 and Section 9.2), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (KKR & Co. L.P.), Purchase and Sale Agreement (KKR & Co. L.P.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 17 MOU 25 19 Agreement 1 Officer’s Certificate 6 Bank of America Lender Successor Borrower Right 22 ▇▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Defective Mortgage Loan 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 2 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 2 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 21 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 14 Seller’s Information 13 Final Memorandum 1 14 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21July 24, 2013▇▇▇▇, between ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Mortgage Capital Holdings LLC ▇▇▇▇, National Association (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July August 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C24, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-B, Class X-BD, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13July 15, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 1 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrarregistrar and authenticating agent, authenticating agent and ▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SBAB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 26 Agreement 1 Officer’s Certificate 6 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 18 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 20 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 17 UCC 5 Material Document Defect 16 17 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21January 23, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) and secured by the related note or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July January 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), CWCapital Asset Management LLC, as special servicer (in such capacity, the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”)authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C20, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C20 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-­B, Class X-BD, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13January 14, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated January 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 ​ ​ ​ Acquiror ‌ 1 Acquiror Bank ‌ 62 Acquiror Benefit Plan ‌ 62 Acquiror Board ‌ 62 Acquiror Bylaws ‌ 62 Acquiror Capital Stock ‌ 62 Acquiror Capitalization Date ‌ 30 Acquiror Certificate of Incorporation ‌ 61 Acquiror Common Stock ‌ 62 Acquiror Disclosure Schedules ‌ 70 Acquiror ERISA Affiliate ‌ 62 Acquiror Financial Statements ‌ 31 Acquiror Preferred Stock ‌ 30 Acquiror SEC Reports ‌ 62 Acquiror Stock Issuance ‌ 62 Acquisition Proposal ‌ 62 Affiliate ‌ 63 Agreement ‌ 1 Applicable Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Business Requirements ‌ 63 Articles of Merger ‌ 2 Bank ‌ 63 Bank Merger ‌ 63 Business Day ‌ 63 Call Report ‌ 63 Certificate 6 ▇▇▇▇ of Sale Merger ‌ 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 CIC Payment ‌ 49 Closing ‌ 2 Closing Acquiror Common Stock Price ‌ 63 Closing Date 2 Prospectus Supplement Code ‌ 63 Company ‌ 1 Collateral Information Company Adverse Recommendation ‌ 39 Company Articles of Incorporation ‌ 63 Company Benefit Plan ‌ 63 Company Board ‌ 64 Company Bylaws ‌ 64 Company Capital Stock ‌ 64 Company Capitalization Date ‌ 9 Company Common Stock ‌ 64 Company Disclosure Schedules ‌ 70 Company Employees ‌ 37 Company ERISA Affiliate ‌ 64 Company Financial Statements ‌ 10 Public Company Investment Securities ‌ 27 Company Loans ‌ 13 Company Material Contract ‌ 22 ​ ​ Company Permitted Exceptions ‌ 12 Company Real Estate ‌ 64 Company Shareholder Approval ‌ 64 Company Shareholders’ Meeting ‌ 39 Company Stock Certificates ‌ 5 Confidentiality Agreement ‌ 34 Consulting Agreement ‌ 40 Contemplated Transactions ‌ 64 Contract ‌ 64 Control,” ”Controlling” or ”Controlled ‌ 64 Conversion Fund ‌ 5 Covered Employees ‌ 48 CRA ‌ 64 Deposit Insurance Fund ‌ 65 Derivative Transactions ‌ 65 DGCL ‌ 65 Dissenters’ Shares ‌ 6 DOL ‌ 65 Effective Time ‌ 2 Environment ‌ 65 Environmental Laws ‌ 65 ERISA ‌ 65 Exchange Act ‌ 65 Exchange Agent ‌ 4 Existing D&O Policy ‌ 45 FDIC ‌ 65 Federal Reserve ‌ 65 GAAP ‌ 65 Hazardous Materials ‌ 65 IBCA ‌ 65 Immediate Family Member ‌ 65 Indemnified Party ‌ 44 IRS ‌ 66 Knowledge ‌ 66 Legal Requirement ‌ 66 Letter of Transmittal ‌ 5 Lien ‌ 66 Material Adverse Effect ‌ 66 Merger ‌ 1 Crossed MergerCo ‌ 1 Mid-Tier Merger ‌ 1 Mid-Tier Merger Agreement ‌ 3 Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Agency ‌ 67 Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum ‌ 67 NASDAQ Rules ‌ 67 New Plans ‌ 49 viii ​ Old Plans ‌ 49 Order ‌ 67 Ordinary Course of Business ‌ 67 OREO ‌ 67 Outstanding Company Shares ‌ 67 PBGC ‌ 67 Per Share Cash Consideration ‌ 4 Per Share Merger Consideration ‌ 3 Per Share Stock Consideration ‌ 4 Person ‌ 67 Previously Disclosed ‌ 70 Proceeding ‌ 68 Proxy Statement ‌ 68 Registration Statement ‌ 68 Regulatory Authority ‌ 68 Remediation Cost ‌ 68 Representative ‌ 68 Requisite Regulatory Approvals ‌ 68 Restrictive Covenant Agreements ‌ 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Schedules ‌ 70 SEC ‌ 68 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:‌ 68 Shareholder Agreement ‌ 9 Subsidiary ‌ 68 Superior Proposal ‌ 68 Surviving Entity ‌ 1 Tax ‌ 69 Tax Return ‌ 69 Termination Date ‌ 54 Termination Fee ‌ 57 Third Party Consents ‌ 9 Total Payments ‌ 50 Transition Date ‌ 69 U.S. ‌ 69 Unaudited Monthly Financial Statements ‌ 34 ​ ix ​ ​ ​ ​ ​

Appears in 2 contracts

Sources: Merger Agreement (HBT Financial, Inc.), Merger Agreement (HBT Financial, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 26 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 18 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 20 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21October 10, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July October 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLCTrimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C102013-­C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 2013­-C12 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1A-­1, Class A-2A­-2, Class A-SBA­-SB, Class A-3A-­3, Class A-4A-­4, Class X-AX­-A, Class A-SA-­S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-BX-­C, Class D, Class E, Class F, Class G, Class H, Class J H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13October 2, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquired Assets 1 Affected Loan(s) 17 MOU 25 Effect 46 Acquired Leased Real Property 1 Enforceability Exceptions 11 Acquired Owned Real Property 2 Environmental Liabilities 3 Acquired Real Property 2 Escrow Agent 6 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale Excluded Assets 2 Other Mortgage Loans Agreement Dispute 37 Excluded Liabilities 3 Allocation 35 Express Representations 13 Allocation Methodology 35 Financing 14 Allocation Objection Notice 36 FTC 21 Assigned Contracts 2 Fundamental Representations 29 Assignment and Assumption Agreement 7 Independent Accountant 10 Assumed Liabilities 3 Information Presentation 13 Backup Bidder 17 Lenders 14 Bankruptcy Cases 1 Certificate Administrator Non-Recourse Party 37 Bankruptcy Code 1 Pooling and Servicing Agreement Outside Date 31 Bankruptcy Court 1 Certificate Parties 1 Bidder Approval Date 15 Party 1 Bidding Procedures Order 1 Petition Date 1 Cash Payment 5 Pro-Rated Amount 30 Chosen Courts 39 Prorations 8 Closing 7 Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates Price 5 Closing Date 7 Purchaser 1 Closing Date 2 Prospectus Supplement 1 Collateral Information Payment 5 Rolling Stock 28 Closing Escrow 7 Schedule 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser Closing Statement 9 Schedules 10 Closing-Related Costs 9 Seller 1 Cure Request 16 Repurchase Request 19 Custodian Costs 3 Seller Broker 14 Dataroom 13 Seller Support Obligations 26 Credit .Agreement 14 Sellers 1 Seller Debtors 1 Defective Mortgage Loan Successful Bidder 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum Deposit 6 Title Company 7 Designated Purchaser 37 Transfer Taxes 33 Disputed -Amounts 9 Yellow 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June DOJ 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Asset Purchase Agreement (XPO, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans The following is an index of defined terms utilized in this Agreement: Defined Term Section Page ------------ ------- ---- 1997 Financial Statements 6.7 27 Additional Share Redemption 2.3 6 Additional Redeemed Stock 2.3 6 Additional Stockholders Recitations 2 Additional Warrantholders Recitations 2 Affiliate 1.2 4 Agreement Preface 1 Affected Loan(sClass A Common Stock Recitations 1 Class B Common Stock Recitations 1 Closing 2.4 7 Closing Date 2.4 7 Consideration 3.2 10 Control 1.2 4 CSFB 6.5(b)(iv) 25 Financing 5.5 16 Financing Assurances 5.5 16 Government Authority 1.2 5 Holdings Preface 1 Holdings Related Agreements 5.1(a) 14 Holdings' Release 7.1(c) 38 Indemnified Parties 6.10(b) 30 Joinder Agreement 2.3 7 Knowledge 1.2 5 Liens 4.3(a) 13 Material 1.2 5 Non-Purchased Warrants Recitations 7 Non-Redeemed Shares Recitations 2 Non-Redeeming Stockholders Recitations 2 Non-Selling Warrantholders Recitations 2 Person 1.2 5 Present Fair Salable Value 5.6(a) 17 MOU 25 Agreement Primary Redeemed Shares Recitations 2 Primary Redemption 2.1 2.1 Primary Stockholders Preface 1 Officer’s Certificate Purchased Warrants 2.3 7 Purchaser Representative Preface 1 Redeemed Shares 2.3 7 Redeeming Stockholders 2.3 7 Redemption and Purchase 2.3 7 Redemption Consideration 3.1 10 Related Agreements 4.2 12 Sellers' Releases 7.2(b) 40 Series A Preferred Stock Recitations 1 Series B Preferred Stock Recitations 1 Series C Preferred Stock Recitations 1 Shares Recitations 1 Shopping Activities 6.13 34 Solvency 5.6 16 Stockholders Recitations 1 Subject Transactions 5.6(a) 17 Subsidiary 1.2 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans Third Party Transaction 6.13 34 Valuation 7.1(b) 38 Warrant Purchase 2.3 7 Warrant Purchase Consideration 3.2 10 Warrantholders Recitations 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July Warrants Recitations 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Redemption and Warrant Purchase Agreement (Bremen Bearings Inc)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquiring Person 3 Original Rights Agreement 2 Affiliate 3 Person 5 Approved Acquisition 4, 2 Preferred Stock 5 Associate 3 Principal Party 22 Authorized Officer 28 Purchase Price 10 Beneficial Owner 4 Record Date 2, 1 Affected Loan(sBeneficial Ownership 4 Redemption Date 10 Beneficially Own 4 Redemption Price 31 Book Entry 4 Requesting Person 35 Business Day 4 Right 2, 1 Close of Business 4 Right Certificates 3 Code 4 Rights Agent 1 Common Stock 4 Rights Agreement 2, 1 Common Stock Equivalents 15 Second A&R Rights Agreement 2 Company 2 Section 11(a)(ii) Trigger Date 15 Company 382 Securities 4 Section 382 6 Current Value 15 Securities Act 6 Distribution Date 1 Security 17 MOU 25 Equivalent Preferred Shares 16 Spread 15 Exchange Act 4 Stock Acquisition Date 6 Exchange Ratio 32 Subsidiary 6 Exempted Person 4 Substitution Period 15 Exemption Request 35 Summary of Rights 7 Expiration Date 10 Tax Benefits 6 Final Expiration Date 5 Third A&R Rights Agreement 1 Officer’s Certificate 2 First A&R Rights Agreement 2 Threshold Holder 6 ▇▇▇▇ Grandfathered Person 5 Trading Day 17 Invalidation Time 14 Treasury Regulations 6 NOLs 2 Trust 32 NYSE 5 Trust Agreement 32 This Fifth Amended and Restated Section 382 Rights Agreement, dated as of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance November 10, 2023 (as amended, supplemented or otherwise modified from time to time, the “Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (Agreement” or this “Agreement”) between CNO Financial Group, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, successor to American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), amends and restates, effective as of November 13, 2023, that certain Fourth Amended and Restated Section 382 Rights Agreement, dated June 21as of November 12, 20132020 (the “Fourth A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Third Amended and Restated Section 382 Rights Agreement, dated as of October 3, 2017 (the “Third A&R Rights Agreement”) between ▇▇▇▇▇▇ the Company and the Rights Agent, which amended and restated that certain Second Amended and Restated Section 382 Rights Agreement, dated as of November 13, 2014 (the “Second A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sellRestated Section 382 Rights Agreement, and Purchaser agrees to purchasedated as of December 6, certain mortgage loans listed on Exhibit 1 hereto 2011 (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing First A&R Rights Agreement”), to be which amended and restated that certain Section 382 Rights Agreement, dated as of July 1January 20, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor 2009 (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Original Rights Agreement”), between the Company and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Rights Agent.

Appears in 1 contract

Sources: Section 382 Rights Agreement (CNO Financial Group, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 1 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21as of October 3, 20132012, between M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July October 1, 2013 2012 between Purchaser, as depositor, Midland Loan Services, a Division of PNC W▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and Park Bridge Lender Services authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ Bank of America M▇▇▇▇▇▇ L▇▇▇▇ Trust 20132012-C10C6, Commercial Mortgage Pass-Through Certificates, Series 20132012-C10 C6 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, ▇LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31September 4, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13September 27, 2013 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(sThe following capitalized terms, which may be used in more than one Section or other location of this Agreement, are defined in the following Sections or other locations: Affiliate Annex I Agreement 12.9(a) 17 MOU 25 Allocation 3.2(a) Amendment Agreement 1 Officer’s Certificate 6 1.1(e) Another Transaction Annex I Assigned Contracts 1.1(f) Assigned Trademarks 1.1(g) Assumed Liabilities 2.1 Back Royalties 1.1(j) Base Purchase Price 3.1(a) Business Annex I Business Day Annex I Business Employees 5.14(a) Cap 9.5(a)(ii) Cash Payment 3.1(a) CLM 12.14 Closing 4.1 Closing Date 4.1 Code Annex I Confidentiality Agreement 10.3 Confidential Information 10.3 Contemplated Transactions Annex I Contract Annex I Control Annex I Development Agreement 1.1(b) Employee Benefit Plan Annex I Encumbrances Annex I Environmental, Health and Safety Laws Annex I ERISA Annex I ERISA Affiliate Annex I Escrow Amount Annex I Escrow Agent Annex I Escrow Agreement Annex I Escrow Income 3.3(b) Excluded Assets 1.2 Excluded Liabilities 2.2 Expense Reimbursement Amount Annex I FDA Annex I Fraud Annex I [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Final Allocation 3.2(a) Fundamental Documents Annex I Fundamental Representations Annex I GAAP Annex I Governmental Entity Annex I H▇▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between FRC Caption H▇▇▇▇▇ FRC Indemnified Persons Annex I H▇▇▇▇▇ FRC Indemnifying Persons Annex I H▇▇▇▇▇ FRC Losses Annex I H▇▇▇▇▇-Paid Q1 RCT Royalties 2.2(b) H▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”-Received Q1 UCB Royalties 1.2 Hazardous Materials Annex I HSR Act Annex I Indemnification Claim 3.3(b)(i) Indemnified Persons Annex I Indemnifying Persons Annex I Independent Accounting Firm 3.2(a) Intellectual Property Rights Annex I Know-How Annex I Knowledge Annex I Law Annex I Liability Annex I Litigation Agreements 1.1(f) Litigation Expense Annex I Long-Stop Date 11.1(b) Losses Annex I Material Adverse Change Annex I Orders Annex I OFAC 5.13 Parties Caption Patents Annex I Permits Annex I Permitted Encumbrances Annex I Person Annex I Pre-Closing Period 7.1 Proceedings Annex I Product Preamble Purchase Price 3.1(a) Purchased Assets 1.1 Purchased Claims 1.1(j) Purchaser Caption Purchaser Indemnified Persons Annex I Purchaser Indemnifying Persons Annex I Purchaser Losses Annex I Qualifying Unilateral Settlement 9.3(f) Q1 Royalty Adjustment 3.1(b) [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. RCT 1.1(a) RCT License Agreement 1.1(a) Related Documents 8.2(d) Release Date 3.3(b)(iii) Representatives Annex I Requisite Shareholder Approval Annex I Schedule Supplement 7.4 Shareholder Claims Annex I Shareholder/Purchaser Claim 9.3(b) Survival Date 9.4(c) Tax or Taxes Annex I Tax Return Annex I Taxing Authority Annex I Third Person Claim 9.3 Threshold 9.5(a)(i) Trademark Agreement 1.1(d) Trademarks Annex I Trade Names Annex I Transaction Taxes 1.4 Transferred Intellectual Property 1.1(g) UCB 1.1(b) UCB License Agreement 1.1(c) UCBSA 1.1(b) [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ASSET PURCHASE AGREEMENT, dated as of July 7, 2020, between H▇▇▇▇▇ ▇▇FRC Acquisition, LP, a Delaware limited partnership (“Purchaser”), and H▇▇▇▇▇ Capital I Inc. FRC CORPORATION, a New Jersey corporation (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), H▇▇▇▇▇ Fargo BankFRC,” and, National Association, as trustee (in such capacitytogether with Purchaser, the “TrusteeParties”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 1 contract

Sources: Asset Purchase Agreement (Healthcare Royalty, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 22 Accountant’s Due Diligence Report 25 Affected Loan(s) 17 MOU 25 20 Agreement 1 Officer’s Certificate 6 ▇Authenticating Agent 1 B▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificate Registrar 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 20 Cure Request 18 Custodian 1 Defective Mortgage Loan 20 Depositor 1 Dispute 22 Final Judicial Determination 23 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Trust 1 Loss of Value Payment 19 Master Servicer 1 Material Breach 18 Material Document Defect 18 Mortgage File 3, 8, 1 Mortgage Loan Purchase Agreement 1 Mortgage Loan Schedule 2, 1 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 28 MSMCH Lender Successor Borrower Right 23 Operating Advisor 1 Originator 27 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates Preliminary Prospectus 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 22 Seller Reporting Information 13 Final Judicial Determination 20 15 Seller’s Information 13 Final Memorandum 1 14 Servicing Transfer Event 18 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Sponsor 27 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21, 2013[DATE], between M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1[DATE], 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association[MASTER SERVICER], as master servicer (in such capacity, the “Master Servicer”) and Servicer”),[SPECIAL SERVICER], as special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank[OPERATING ADVISOR], National Associationas operating advisor (the “Operating Advisor”), [TRUSTEE], as trustee (in such capacity, the “Trustee”), [CERTIFICATE ADMINISTRATOR], as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar[CUSTODIAN], authenticating agent and as custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC[CERTIFICATE REGISTRAR], as trust advisor certificate registrar (the “Trust AdvisorCertificate Registrar”), and [AUTHENTICATING AGENT], as authenticating agency (the “Authenticating Agent”). In exchange for the Mortgage Loans and Loans, certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”)) and, in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 [CERTIFICATE CAPTION] (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C [PUBLICLY OFFERED CLASSES] Certificates (the “Public Certificates”) will Certificates”)will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC[UNDERWRITERS], ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R [PRIVATELY OFFERED CLASSES] Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch[INITIAL PURCHASERS], Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated December 31, 2012, as supplemented by [DATE] (the “Preliminary Prospectus”) and a Prospectus Supplement dated the date hereof [DATE] (together, the “Prospectus SupplementProspectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13[DATE] (as supplemented by the preliminary private placement memorandum supplement, 2013 (dated [DATE], the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 26 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 18 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 20 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21November 26, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July December 1, 2013 2013, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), U.S. Bank National Association, as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 C13 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1A­-1, Class A-2A­-2, Class A-SBA­-SB, Class A-3A-­3, Class A-4A­-4, Class X-AX-­A, Class A-SA­-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-BX-­C, Class D, Class E, Class F, Class G, Class H, Class J H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13November 18, 2013 (as supplemented by the preliminary private placement memorandum supplement, dated November 25, 2013, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(sAcquired Assets 2 Acquired Employee 55 Acquired Entities 4 Acquired Intellectual Property 4 Ad Hoc Group 71 Administrative Agent Preamble AE Acquired Real Property 24 AE Registered Intellectual Property 30 Affiliate Agreements 54 Agreement Preamble Agreement Dispute 78 Assigned Contracts 2 Assignment and Assumption Agreement(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate 16 Assumed Liabilities 8 Assumed Revolver Obligations 9 Balance Sheet Date 22 Bankruptcy Cases Recitals Bankruptcy Code Recitals Bankruptcy Court Recitals Bridge Loan Secured Obligations 15 Business Insurance Policies 42 Business Registered Intellectual Property 30 Cash Consideration 14 China Equity Interest Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 17 Chosen Courts 78 Closing 15 Closing Cash Deficiency 14 Closing Date 2 Prospectus Supplement 1 15 Collective Bargaining Agreement 40 Company Preamble Company Filings 22 Company IP Agreements 27 Company IT Systems 32 Company Software 33 Corporate Reorganization Steps 4 Credit Bid Recitals Credit Bid Amount 14 Credit Bid Portion 14 Cure Cap 8 Cure Costs 8 Data Partners 34 Dataroom 44 Deferred Conditions 69 Designated Purchaser 76 Dispute Notice 13 Disputes 61 Domain Transfer Date 61 Enforceability Exceptions 20 Estimated Closing Cash 13 Excluded Assets 6 Excluded Contracts 7 Excluded Documents 7 Excluded Leased Real Property 7 Excluded Leases 7 Excluded Liabilities 9 Excluded Owned Real Property 7 Excluded Real Property 7 Excluded Subsidiaries 8 Expense Reimbursement 71 Express Purchaser Representations 46 Express Seller Representations 43 FDI 20 Filed Bankruptcy Court Documents 19 Filed SEC Documents 19 Final Cash Collateral Order 64 Final Closing Cash 13 Financial Statements 22 Foreign Competition Laws 20 Fundamental Representations 67 Improvements 25 Indebtedness 50 Information 10 Public Certificates 1 Crossed Mortgage Loans Presentation 44 Intercompany Receivables 23 Interim Balance Sheets 23 Interim Cash Collateral Order 64 Korea Court Procedures 65 Korea Subsidiary 65 Liquidating Plan 47 Malicious Code 33 Material Contract 25 Material Distributor 26 Material Supplier 26 Milestones 64 Non-Recourse Person 76 Novation Agreement(s) 16 Outside Date 69 Parent Preamble Parent LLCA 65 Parties Preamble Party Preamble Pension Plan 39 PEO 55 Petition Date Recitals Prepetition Revolving/Term Loan Debt Recitals Privacy Policy 34 Privacy Requirements 34 Property Taxes 73 Purchase Price 14 Purchased Claims 6 Purchaser Preamble Purchaser Cash Statement 13 Purchaser Released Parties 61 Purchaser Releasing Parties 62 Real Property 24 Recitals iv Released Seller Representatives 62 Remaining Prepetition Debt 15 Review Period 13 SEC 22 Section 1542 62 Seller Preamble Seller Combined Tax Returns 87 Seller Released Parties 62 Seller Releasing Parties 61 Sellers Preamble Sellers IP Assignment Agreement 16 Straddle Period 73 Terminated Agreements 60 Termination Notice 60 Transfer Offer 55 Transfer Taxes 72 Transferred Employees 55 Transferred Subsidiaries 4 Transition Services Agreements 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities TRC 63 U.S. Acquired Employees 55 Union 40 WARN Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:41

Appears in 1 contract

Sources: Asset Purchase Agreement (Tupperware Brands Corp)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 22 Accountants’ Due Diligence Report 16 Affected Loan(s) 17 MOU 25 20 Agreement 1 Officer’s Certificate 6 ▇Asset Representations Reviewer 1 Authenticating Agent 1 B▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificate Registrar 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 20 Cure Request 18 Custodian 1 Defective Mortgage Loan 19 Dispute 22 Final Judicial Determination 23 Final Memorandum 1 Form 15G 17 Indemnification Agreement 14 Initial Purchasers 1 Issuing Entity 1 Loss of Value Payment 19 Master Servicer 1 Material Breach 18 Material Document Defect 18 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 MOU 28 Officer’s Certificate 7 Operating Advisor 1 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates Preliminary Prospectus 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 22 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 14 Seller’s Information 13 Final Memorandum 1 14 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UBSRES Lender Successor Borrower Right 23 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013[DATE, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC [SPONSOR] (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. [PURCHASER] (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) and evidenced by the related note or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “TrustIssuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1[DATE], 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association[MASTER SERVICER], as master servicer (in such capacity, the “Master Servicer”) and ), [SPECIAL SERVICER], as special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank[OPERATING ADVISOR], National Associationas operating advisor (the “Operating Advisor”), [TRUSTEE], as trustee (in such capacity, the “Trustee”), [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer (the “Asset Representations Reviewer”), [CERTIFICATE ADMINISTRATOR], as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar[CUSTODIAN], authenticating agent and as custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC[CERTIFICATE REGISTRAR], as trust advisor certificate registrar (the “Trust AdvisorCertificate Registrar”), and [AUTHENTICATING AGENT], as authenticating agency (the “Authenticating Agent”). In exchange for the Mortgage Loans and Loans, certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”)) and, in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Issuing Entity will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 [CERTIFICATE CAPTION] (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C [PUBLICLY OFFERED CLASSES] Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC[UNDERWRITERS], ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R [PRIVATELY OFFERED CLASSES] Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch[INITIAL PURCHASERS], Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated December 31, 2012, as supplemented by [DATE] (the “Preliminary Prospectus”) and a Prospectus Supplement dated the date hereof [DATE] (together, the “Prospectus SupplementProspectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13[DATE] (as supplemented by the preliminary private placement memorandum supplement, 2013 (dated [DATE], the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Securitization Corp.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 26 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 18 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 20 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21October 10, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July October 1, 2013 2013, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLCTrimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 C12 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-BC, Class D, Class E, Class F, Class G, Class H, Class J H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13October 2, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Accounting Firm 12 Actual Balance Sheet 11 Actual Net Working Capital 11 Additional Financial Statements 44 Additional Transaction Bonuses 1 Affected Loan(s) 17 MOU 25 Affiliate 2 Agreement 1 Officer’s Antitrust Division 37 Balance Sheet Date 19 Certificate of Merger 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 14 Closing 47 Closing Date 2 Prospectus Supplement Closing Transaction Bonus Payout Amount 10 Code 2 Company 1 Collateral Information Company Balance Sheet 19 Company Closing Costs 2 Company Common Stock 2 Company Material Adverse Effect 2 Company Preferred Stock 17 Company Securities 13 Company Stock 2 Company Stock Option 9 Company Stock Option Exercise Price 9 Company Subsidiary 2 Company Warrant 2 Company Warrant Exercise Price 9 Confidentiality Agreement 36 Constituent Corporations 6 Covered Parties 40 Covered Party 40 D&T 12 Dataroom 3 Declaration 53 DGCL 1 Dissenting Shares 8 Effective Time 3 Employee Plan 27 Environmental Law 3 Environmental Permit 3 ERISA 3 ERISA Affiliate 3 Escrow Agent 14 Escrow Agreement 14 Escrow Amount 14 Escrow Fund 14 Estimated Merger Consideration 11 Estimated Net Working Capital 11 Estimated Per Share Merger Consideration 11 Excess Payment 13 Exchange Act 3 Exchange Agent 14 Exchange Fund 14 Final Statement 13 Financial Statements 19 Financing 33 Financing Commitment 33 FIRPTA Certificate 15 FTC 37 Fully Diluted Basis 3 GAAP 3 Good Faith Deposit 47 Governmental Antitrust Authority 37 Governmental Entity 3 Hazardous Materials 3 HSR Act 3 Indebtedness 4 Intellectual Property 30 Intercompany Indebtedness 4 Interest Factor 4 IRS 4 Judgment 4 knowledge 4 Law 4 Leased Premises 25 Letter of Transmittal 14 Liabilities 4 Lien 4 Material Contracts 27 Merger 1 Merger Consideration 10 Public Certificates Merger Sub. 1 Crossed Mortgage Loans 17 Purchaser Net Working Capital 11 Notice of Disagreement 12 Oak Hill 1 Cure Request 16 Repurchase Request 19 Custodian Owned Property 25 Parent 1 Seller Parent Closing Costs 4 Payment Shortfall 13 Per Share Merger Consideration 11 Permits 5 Person 5 Proceeding 5 PWC 44 Recipients 13 Requisite Regulatory Approvals 5 SEC 5 Secretary of State 6 Securities 41 Securities Act 5 Special Costs 5 Stock Option Plan 9 Stockholder Approval 5 Stockholder Notice 43 Stockholders 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum Stockholders Agreement 5 Stockholders Representative 1 Special Servicer Subsidiary 5 Surveys 26 Surviving Corporation 6 Target Net Working Capital 5 Tax Return 23 Taxes 23 Transaction Bonus Agreements 6 Warrant Agreement 6 Working Capital Adjustment Amount 11 Working Capital Statement 11 Written Consent 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (“Agreement”the "AGREEMENT"), dated June 21September 15, 20132006, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC among TravelCenters of America, Inc., a Delaware corporation (“Seller”) the "COMPANY"), Hospitality Properties Trust, a Maryland real estate investment trust ("PARENT"), HPT TA Merger Sub Inc., a Delaware corporation and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. a wholly-owned subsidiary of Parent (“Purchaser”"MERGER SUB"). Seller agrees to sell, and Purchaser agrees to purchaseOak Hill Capital Partners, certain mortgage loans listed on Exhibit 1 hereto L.P., a Delaware limited partnership (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”"OAK HILL"), to be dated solely in its capacity as the representative for the stockholders of July 1, 2013 between Purchaser, the Company as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer further provided herein (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”"STOCKHOLDERS REPRESENTATIVE"), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 1 contract

Sources: Merger Agreement (Travelcenters of America LLC)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 17 MOU 25 19 Agreement 1 Officer’s Certificate 6 Bank of America Lender Successor Borrower Right 22 ▇▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Defective Mortgage Loan 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 2 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 2 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 21 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 14 Seller’s Information 13 Final Memorandum 1 14 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21October 28, 2013▇▇▇▇, between ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Mortgage Capital Holdings LLC ▇▇▇▇, National Association (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July November 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), excluded special servicer (in such capacity, the “Excluded Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, LNR Partners, LLC, as general special servicer (the “General Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C26, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C26 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C26)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 26 Agreement 1 Officer’s Certificate 6 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 18 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 20 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 17 UCC 5 Material Document Defect 16 17 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21July 30, 20132014, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July August 1, 2013 2014, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), ▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Citibank, N.A., as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, registrar and authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”)agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132014-C10C17, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10 C17 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1A-­1, Class A-2A­-2, Class A-SBA­-SB, Class A-3A­-3, Class A-4A­-4, Class X-AA-5, Class A-SX­-A, Class A­-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FLX­-B, Class A-3FX, Class X-BX-­C, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13July 23, 2013 2014 (as supplemented by the preliminary private placement memorandum supplement, dated July 28, 2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C17)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional Securities 15 Additional Unitholder 1 Affected Loan(s) 17 MOU 25 Affiliate 1 Affiliated Institution 1 Agreement 1 Officer’s Approved Sale 38 Board 1 Board Governance Exceptions 2 Business 2 Capital Contributions 2 Certificate 2 Check-the-Box Election 1 Chosen Courts 53 Class A Unit 2 Class A Unpaid Yield 2 Class A Unreturned Capital 2 Class A Yield 2 Class B Unit 2 Class S Unit 2 Class S Unpaid Yield 3 Class S Unreturned Capital 3 Class S Yield 3 Code 3 Company 1 Company Equity Securities 3 Company Interest 3 Confidential Information 56 Contractual Appraisal Rights 49 Court of Chancery 53 Delaware Act 3 Delaware Federal Court 53 Distribution 3 Electing Holder 42 Election Notice 41 Event of Withdrawal 4 Executive 4 Executive Manager 25 Fair Market Value 4 Family Group 37 Fiscal Year 4 Governmental Entity 4 Group of Unitholders 4 Incentive Units 16 Indemnitee 4 Institutional Holder 4 Investor Purchase Agreement 4 Investors 5 Liens 5 Management Co-Invest Units 16 Management Equity Agreement 5 Management Unitholder 5 Manager 5 New Securities 5 Offer Notice 41 Offering Period 41 Officers 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Original Agreement 1 Certificate Purchase Other Business 19 Other Unitholders 35 Permitted Transferees 37 Person 6 Preemptive Rights Holders 41 Pro Rata Portion 43 Proceeding 31 Proportionate Share 41 Public Offering 6 Recapitalization 49 Registration Rights Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements 6 Related Entity 24 Related Institutional Person 6 Relative 24 Remaining Securities 42 Required Interest 6 Rollover Agreements 6 Rollover Investors 7 Sale Notice 35 Sale of the Company 8 Securities 8 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 8 Seller and Purchaser hereby agree as follows:Representative 40 Side Letter 52 Subject Units 52 Subsidiary 8 Substituted Unitholder 9 TB DF 9 TB DF_Managers 25 TB DFA 9 TB DFA Managers 25 TB DFII 9 TB DFII Managers 25 TB DFII-A 9 TB DFII-A Managers 25 TB Funds 9 TB Managers 25 Transaction Documents 9 Transfer 9 Transferee 9 Transferred 9 Transferring Investor 35 Unit 9 Unit Ledger 15 Unitholder 9 Unvested Class B Units 10

Appears in 1 contract

Sources: Limited Liability Company Agreement (Project Angel Parent, LLC)

INDEX OF DEFINED TERMS. 15Ga-1 Acceptable Confidentiality Agreement 72 Acquisition Proposal 43 Adjusted EBITDA 72 Adjusted Option 4 Adjusted Stock Award 5 Affiliate 73 Agreement Preamble Alternative Acquisition Agreement 40 Antitrust Law 73 Applicable Date 15 Bankruptcy and Equity Exception 13 Book-Entry Share 3 Business Day 73 Bylaws 2 Cancelled Shares 3 Capitalization Date 11 Cash-Out Option 4 Certificate 3 Certificate of Incorporation 11 Certificate of Merger 2 Change in Control 51 Change of Recommendation 45 Charter 2 Clean Room Agreement 73 Closing 2 Closing Date 2 Code 20 Collective Bargaining Agreements 21 Company Preamble Company 401(k) Plans 52 Company Agreement 51 Company Board 1 Company Bylaws 11 Company Common Stock 3 Company Credit Agreements 73 Company Disclosure Schedule 10 Company Divestiture Action 49 Company Material Owned Real Property 22 Company Material Real Property Leases 23 Company Notes 58 Company Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 42 Company Owned Real Property 73 Company Payment Programs 28 Company Plan 73 Company Real Property Lease 73 Company Regulatory Agreements 28 Company Requisite Vote 13 Company Securities 12 Company Share 3 Company Stock Plans 74 Company Termination Fee 68 Confidentiality Agreement 1 Officer’s Certificate 6 50 Consents 46 Continuing Employees 51 Continuing Non-Union Employees 51 Continuing Union-Represented Employees 51 Contract 16 control 74 Conversion Ratio 74 D&O Insurance 54 Data ▇▇▇▇ ▇▇ Debt Commitment Letter 33 Debt Financing 33 Debt Offer 58 DGCL 1 Discharge 74 Dissenting Shares 9 Divestiture Action 48 DOJ 47 Effective Time 2 End Date 66 Environmental Laws 26 Envision Acquisition 74 Equity Financing 74 ERISA 74 ERISA Affiliate 74 Exchange Act 14 Exchange Fund 6 Existing Facilities 37 Financial Advisor 26 Financing 63 Fixed Portion 5 Financing Sources 74 FTC 47 GAAP 75 Governmental Entity 75 Governmental Filings 75 Hazardous Materials 26 Healthcare and Insurance Regulatory Approvals 14 Healthcare Laws 75 HIPAA 75 HSR Act 14 Indemnified Parties 53 Indentures 76 Intellectual Property 76 IRS 19 Key Payors 18 knowledge 76 Law 76 Legal Restraints 64 Liens 22 Material Adverse Effect 76 Material Contract 18 Merger 1 Merger Sub Preamble NASDAQ 32 Notice Period 42 NYSE 12 Option 78 Parent Preamble Parent Disclosure Schedule 30 Parent Permitted Transaction 46 Parent Plans 51 Parent Price 78 Parent Shares 78 Parent Termination Fee 69 Parties Preamble Party Preamble Paying Agent 6 Payoff Amount 57 Payoff Letter 57 Per Share Merger Consideration 3 Performance Unit 78 Permanent Financing 63 Permits 14 Permitted Liens 22 Person 78 Preferred Stock 11 Proceeding 53 Proxy Statement 43 Recommendation 13 Representatives 39 Required Antitrust Action 48 Restricted Share 78 Retail Pharmacy 78 Rollover Option 4 Rollover Stock Award 4 RSU 78 SEC 15 SEC Reports 15 Securities Act 15 Senior Employee 78 Service Provider 78 Significant Partner 79 Software 79 Solvent 34 Stockholders Meeting 44 subsidiary 79 Subsidiary Shares 3 Superior Proposal 43 Surviving Corporation 1 Tax Return 25 Taxes 25 Transaction Litigation 55 UBS 33 UBS Bank 33 UBS Securities 33 Willful Breach 79 This AGREEMENT AND PLAN OF MERGER, dated as of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement October 27, 2015 (this “Agreement”), dated June 21is entered into by and among Rite Aid Corporation, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of July 1Walgreens Boots Alliance, 2013 between Purchaser, as depositor, Midland Loan ServicesInc., a Division of PNC Bank, National Association, as master servicer Delaware corporation (in such capacity, the Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “CustodianParent”), and Park Bridge Lender Services LLCVictoria Merger Sub, as trust advisor Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub” and, together with the “Trust Advisor”). In exchange for the Mortgage Loans Company and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacityParent, the “UnderwritersParties” and each, a “Party”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 1 contract

Sources: Merger Agreement (Walgreens Boots Alliance, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 409A Authorities 34 Contract 5 Acceptable Confidentiality Agreement 2 Covered Securityholder 34 Acquisition Proposal 2 CVR 1 Affected Loan(s) 17 MOU 25 Acquisition Sub 1 CVR Agreement 5 Acquisition Transaction 2 D&O Insurance 51 Affiliate 2 Delaware Law 5 Agreement 1 Officer’s Deutsche Bank 38 Antitrust Law 2 DGCL 1 Appraisal Shares 18 DOJ 5 Assets 31 Effective Time 16 Business Day 3 EMA 5 Cash Consideration 1 Employee Plans 33 Certificate 17 Employment Compensation Arrangement 34 Certificate of Merger 16 Enforceability Exception 22 Change 3 Environmental Law 6 ▇▇▇▇ Changes 3 Equity Interest 6 Code 3 ERISA 6 Collective Bargaining Agreement 35 ERISA Affiliate 6 Company 1 Exchange Act 6 Company Balance Sheet 3 Exchange Fund 19 Company Balance Sheet Date 3 Fairness Opinion 38 Company Board 3 FDA 6 Company Board Recommendation 22 FTC 6 Company Board Recommendation Change 47 Fully Diluted Shares A-2 Company By-Laws 3 GAAP 6 Company Capital Stock 3 Governmental Authority 6 Company Certificate of Sale 2 Other Mortgage Loans Incorporation 3 Hazardous Substance 6 Company Common Stock 3 HSR Act 6 Company Compensation Committee 34 Indebtedness 6 Company Disclosure Documents 27 Indemnified Persons 50 Company Disclosure Letter 21 Independent Directors 59 Company Intellectual Property Rights 3 Information Statement 23 Company Material Adverse Effect 3 Initial Expiration Date 13 Company Option Amounts 5 Intellectual Property 7 Company Options 5 Intervening Event 7 Company Plans 53 IRS 7 Company Preferred Stock 5 Key Product 7 Company Registered Intellectual Property Rights 5 Knowledge 7 Company SEC Reports 25 Law 7 Company Securities 24 Leased Real Property 30 Company Stock Plan 5 Leases 30 Company Stockholders 5 Legal Proceeding 7 Comparable Plans 53 Liabilities 7 Confidentiality Agreement 5 Lien 8 Consent 23 Material Contract 28 Continuing Employees 5 Merger 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger Closing 16 Person 8 Merger Closing Date 2 Prospectus Supplement 16 Post-Signing Arrangement 59 Merger Consideration 1 Collateral Information 10 Public Certificates Recommendation Change Notice 48 Minimum Tender Condition A-1 Registered Intellectual Property Rights 8 Nasdaq 8 Registrations 8 New Plans 54 Release 8 Offer 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Representatives 46 Offer Closing 14 Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC Agent 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ Offer Closing Date 14 S▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and -▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Act 8 Offer Conditions 12 Schedule 14D-9 15 Offer Documents 14 Schedule TO 14 Old Plans 54 SEC 9 Order 8 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:9 Outside Date 61 Subsidiary 9 Parent 1 Subsidiary Securities 25 Parent Disclosure Documents 40 Substantial Detriment 9 Parent Expenses 64 Superior Proposal 9 Parent Plans 53 Superior Proposal Notice 61 Parties 1 Surviving Corporation 16 Party 1 Takeover Laws 22 Paying Agency Agreement 19 Tax 9 Paying Agent 19 Tax Returns 32 Permits 36 Termination Fee 63 Permitted Liens 8 Transfer Taxes 55

Appears in 1 contract

Sources: Merger Agreement (Chelsea Therapeutics International, Ltd.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 2016 SPRSU Award 9 2017 PRSU Award 9 2018 PRSU Award 9 Acceptable Confidentiality Agreement 73 Acquisition Proposal 73 Affiliate 73 Agreement 1 Officer’s Alternative Financing 57 Antitrust Laws 73 Appraisal Shares 7 Assumed Performance Unit Award 9 Assumed Restricted Stock Award 8 Bankruptcy and Equity Exception 13 Benefits Continuation Period 50 Book Entry Company Share 3 Book Entry Parent Shares 4 Business Day 73 Cash Consideration 3 Certificate 6 3 Certificate of Merger 2 Change of Board Recommendation 46 Closing 2 Closing Date 2 Code 73 Commitment Letter 73 Company 1 Company Balance Sheet 74 Company Benefit Plans 19 Company Board Recommendation 13 Company Bylaws 11 Company Charter 11 Company Common Stock 3 Company Disclosure Letter 10 Company Equity Awards 11 Company Intellectual Property 23 Company Material Adverse Effect 74 Company Material Contract 22 Company Preferred Stock 11 Company PRSU Award 9 Company Registered Intellectual Property 23 Company Related Parties 75 Company Restricted Stock Award 8 Company SEC Documents 14 Company SEC Financial Statements 15 Company Stock Option 8 Company Stock Plan 75 Company Stock Plan Reduction 3 Company Stockholder Approval 12 Company Stockholders Meeting 44 Confidentiality Agreement 75 Consent 13 Continuing Employees 50 Contract 75 Credit Agreement 75 Current Insurance 52 DGCL 1 DTC 4 Effective Time 2 Environmental Laws 75 Equity Award Exchange Ratio 76 ERISA 18 ERISA Affiliate 19 Exchange Act 76 Exchange Agent 4 Exchange Fund 4 Exchange Ratio 3 Excluded Share 76 Filing 13 Financing 76 Financing Source 76 Form ▇-▇ ▇▇ ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing 76 Governmental Entity 13 Hazardous Substances 76 HSR Act 13 Indemnified Party 52 Inside Date 2 Prospectus Supplement Intellectual Property 76 internal controls 14 International Trade Law 76 Intervening Event 76 IRS 18 IT Systems 23 JPM 79 Knowledge 77 Laws 77 Lease 24 Leased Real Property 77 Lien 77 Material Purchase Order 77 Merger 1 Collateral Information 10 Public Certificates Merger Consideration 3 Merger Consideration Value 8 Merger Sub 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between Merger Sub Bylaws 29 Merger Sub Charter 29 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ 79 Nasdaq 77 Net Option Share 8 Notice Period 47 OFAC 16 Order 77 Ordinary Course 77 Outside Date 63 Parent 1 Parent Balance Sheet 77 Parent Bylaws 29 Parent Charter 27 Parent Common Stock 3 Parent Disclosure Letter 28 Parent Material Adverse Effect 77 Parent Preferred Stock 29 Parent Related Party 79 Parent SEC Documents 32 Parent SEC Financial Statements 33 Parent Stock Plans 79 Parent Stock Price 79 Parent Warrant Confirmations 79 Pension Plan 19 Permits 17 Permitted Individuals 50 Permitted Lien 79 Person 79 Proceeding 80 Proposed Changed Terms 47 Proxy Statement/Prospectus 42 Regulation M-A Filing 43 Regulation S-K 15 Reporting Tail Endorsement 53 Representatives 80 Restricted Information 48 ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇-▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Act 80 SEC 10 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:80 Significant Subsidiaries 11 Solvent 36 Stock Consideration 3 Stock Threshold 3 Subsidiary 80 Superior Proposal 80 Surviving Corporation 2 Takeover Statute 27 Tax 80 Tax Return 80 Tax Sharing Agreement 80 Taxing Authority 81 Termination Fee 65 Top Customers 81 Top Parent Counterparties 81 Top Suppliers 81 Total Issuance 3 Transaction Litigation 55 WARN 81 Willful Breach 81

Appears in 1 contract

Sources: Merger Agreement (Nutri System Inc /De/)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 15 Affected Loan(s) 17 MOU 25 19 Agreement 1 Officer’s Certificate 6 ▇B▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 19 Cure Request 18 Custodian 1 Defective Mortgage Loan 19 Dispute 21 Final Judicial Determination 22 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 21 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 22 Seller Reporting Information 13 Final Judicial Determination 20 14 Seller’s Information 13 Final Memorandum 1 14 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21December 2, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC UBS Real Estate Securities Inc. (“Seller”) and M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July December 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), W▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and Park Bridge Lender Services authenticating agent, Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital I Trust 20132015-C10UBS8, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 UBS8 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, UBS Securities LLC and D▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇, LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-B, Class X-BD, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and ▇LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and UBS Securities LLC, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13November 18, 2013 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 25, 2015 and December 2, 2015, respectively, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2015-Ubs8)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized following terms used herein but not defined herein shall have the meanings assigned given to them in such terms on the Pooling page numbers set forth below: $ 3 Account 29 Account Contracts 12 Accounting Firm 21 Accounting Principles 2 Accounts Receivable 2 Accounts Schedule 29 Acquired Assets 11 Acquisition 11 Affiliate 2 AFIC 1 AFIC II 1 Agreement 1 Alternative Transaction 50 Assumed Liabilities 15 At Risk Client Balances 24 Average Earnout Period Index 23 Base Purchase Price 2 BidPay 1 Business 1 Business Day 2 Business Permits 43 Business Trade Rights 2 Cap 65 Cash Balance Plan 16 Check Freight 1 Claim 2 Claim Notice 66 Closing 19 Closing Bonus 58 Closing Data Tape 21 Closing Date 19 Closing Net Funds Employed 2 Closing Premium 2 Closing Statement 21 Code 2 Collecting Party 25 Competitive Business 51 Competitor 51 Confidentiality Agreement 53 Contracts 3 control 2 controlled by 2 Controlling Party 68 Credit and Servicing Agreement. The Class A-1, Class A-2, Class ACollection Policies 3 Data Tape 3 De Minimis Amount 65 Deductible Amount 65 Direct Claim 66 dollars 3 Earnout Amount 23 Earnout Period 24 Earnout Statement 23 Employee Plans/Agreements 38 Employees 57 Environmental Laws 3 ERISA 3 ERISA Affiliate 3 Estimated Closing Statement 3 Estimated Net Funds Employed 3 Estimated Total Post-SB, Class A-3, Class A-4, Class XClosing Bonus Payments 58 Excess Earnout Index 24 Excess Earnout Percentage 24 Excluded Assets 14 Excluded Liability 15 Excluded Tax Liability 16 Facilities 1 Factoring Agreements 12 Factoring Company Guide 1 Filing Party 49 Final Closing Net Funds Employed 22 Final Foreign Cash Amount 23 Final Total Post-A, Class AClosing Bonus Payments 58 Financial Statements 28 Foreign Cash Amount 2 Fundamental Representations 64 GAAP 28 ICC 1 ICC Chase Credit Facility 4 ICC Financial Statements 28 Indemnified Parties 65 Indemnifying Party 66 Index Value 24 Individual Sellers 4 Information 52 Insurance Policies 35 IRS 4 Knowhow 4 knowledge of Seller 4 Laws 4 Leased Property 34 Liability 4 Liens 4 Litigation 4 Losses 4 Material Adverse Effect 30 Material Contract 5 Maximum Earnout 24 Mistakenly Transferred Assets 18 New Mexico Facility 1 Non-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Collecting Party 25 Non-Controlling Party 68 Notice of Disagreement 21 Office 99 Accounts 2 Orders 27 Other Transaction Documents 5 Outside Date 63 Party 5 Payoff Letters 20 Payroll Tax Shortfall 58 PEO Agreements 38 PEOs 5 Permits 5 Permitted Liens 5 Person 5 Personal Goodwill 5 Personal Property 12 Post-Closing Bonus 58 Post-Closing Bonus Adjustment 58 Post-Closing Tax Period 5 Pre-Closing Tax Period 5 Premises Lease Amendments 61 Prepaids Amount 2 Purchase Price 11 Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between 1 Purchaser Indemnified Parties 64 Purchaser Obligations 73 Purchaser Parent 1 Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X’s Allocation Notice 56 Qualified Employee 58 Recent Balance Sheet 28 Records 13 Release 6 Required Third Party Consents 61 Sample Closing Statement 6 Seller Disclosure Schedule 25 Seller Indemnified Parties 65 Seller Trade Rights 6 Sellers 1 Sellers’ Allocation 56 Sellers’ Obligations 73 Settlement Accounts 12 Signing Data Tape 6 Straddle Period 57 Tax 6 Tax Claim 68 Tax Proceeding 6 Taxes 6 Technology 12 Technology Connectivity 56 Texas Courts 72 Texas Facility 1 Third-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Party Claim 66 Total Closing Bonus Payments 58 Trade Rights 6 Transaction Documents 6 Transfer 7 Transfer Taxes 7 Transferred Accounts Receivable 12 Transferred Contracts 12 Transferred Employee 58 Transferred Intellectual Property 12 Transferred Leases 12 Transferred Personal Property 12 Transferred Personnel Files 13 Transferred Records 13 Treasury Regulations 7 under common control 2 Waste 7

Appears in 1 contract

Sources: Asset Purchase Agreement

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 15 Affected Loan(s) 17 MOU 25 19 Agreement 1 Officer’s Certificate 6 ▇B▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 19 Cure Request 18 Custodian 1 Defective Mortgage Loan 19 Dispute 21 Final Judicial Determination 22 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 21 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 22 Seller Reporting Information 13 Final Judicial Determination 20 14 Seller’s Information 13 Final Memorandum 14 Special Servicer 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21December 2, 20132015, between M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July December 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), W▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and Park Bridge Lender Services authenticating agent, Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital I Trust 20132015-C10UBS8, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 UBS8 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, UBS Securities LLC and D▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇, LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-B, Class X-BD, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and ▇LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and UBS Securities LLC, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13November 18, 2013 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 25, 2015 and December 2, 2015, respectively, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2015-Ubs8)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 20 Accountant’s Due Diligence Report 15 Affected Loan(s) 17 MOU 25 18 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Defective Mortgage Loan 18 Dispute 20 Final Judicial Determination 21 Final Memorandum 1 Indemnification Agreement 13 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 26 Officer’s Certificate 7 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 20 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 22 Seller Reporting Information 13 Final Judicial Determination 20 14 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21October 28, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July November 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), excluded special servicer (in such capacity, the “Excluded Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, LNR Partners, LLC, as general special servicer (the “General Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C26, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C26 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C26)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans 1 Affected Loan(s) 17 19 MOU 25 26 Agreement 1 Officer’s Certificate 6 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 2 Collateral Information 10 11 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 21 Custodian 1 Seller 1 Defective Mortgage Loan 17 18 Seller Defeasance Rights and Obligations 22 Dispute 21 Dispute 19 Seller Parties 1 Excluded Mortgage Loan Special Servicer 1 Seller Reporting Information 13 15 Final Judicial Determination 20 22 Seller’s Information 13 14 Final Memorandum 1 Special Servicer 2 SMC 1 Indemnification Agreement 13 Trust 14 Special Servicer 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 16 Document Defect 17 UCC 5 Material Document Defect 16 Mortgage File 3 Underwriters 1 Mortgage File 3 Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21April 10, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Starwood Mortgage Capital Holdings Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July April 1, 2013 2015, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C22, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C22 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-BX-­B, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13March 30, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller and Purchaser Party hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C22)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 10 Crossed Mortgage Loans 16 Cure Request 16 Custodian 1 Defective Mortgage Loan 16 Dispute 19 Final Judicial Determination 19 Final Memorandum 1 Indemnification Agreement 12 Initial Purchasers 1 Master Servicer 1 Material Breach 15 Material Document Defect 15 Mortgage File 3 Mortgage Loan Schedule 1 Mortgage Loans 1 MOU 24 Officer’s Certificate 6 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 12 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21as of [__] [__], 201320[__], between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1[__], 2013 20[_] between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association[________], as master servicer (the “Master Servicer”), [_________], as special servicer (the “Special Servicer”), [______], as trustee (the “Trustee”), [_________], as custodian (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “TrusteeCustodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, registrar and authenticating agent and custodian (in such capacity, the “Custodian”)agent, and Park Bridge Lender Services LLC[_________], as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2013-C10 20[_]-[_] (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1[_], Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST [_] and Class C [_] Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated LLC and CIBC World Markets Corp. [_____] (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL[_], Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J [_] and Class R [_] Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated [_____] (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31[__], 201220[_], as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), ) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13[__] [__], 2013 20[__] (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 26 Agreement 1 Officer’s Certificate 6 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 18 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 20 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 ▇▇▇▇▇ Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21March 26, 20132014, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July April 1, 2013 2014, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”), as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo BankSitus Holdings, National AssociationLLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”), and ▇▇▇▇▇ Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10 C15 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1A­1, Class A-2A­2, Class A-SBA­SB, Class A-3A­3, Class A-4A­4, Class X-AX­A, Class A-SA­S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FLX­B, Class A-3FX, Class X-BX­C, Class D, Class E, Class F, Class G, Class H, Class J J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13March 19, 2013 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25, 2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1933 Act 1 Affected Loan(s) Person 3 1934 Act 1 Pre-Announcement Periods 17 MOU 25 Agreement 1939 Act 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Prospectus 3 Additional Interest 8 Purchase Agreement 1 Preliminary Memorandum Affiliate 1 Certificates Purchasers 1 Private Certificates Agreement 1 Questionnaire 6 Automatic Shelf Registration Statement 1 Registrable Securities 3 Bank Purchaser 1 Registration Default 8 Bank Purchasers 1 Registration or Offering Expenses 3 Beneficially own 1 Rule 144A 4 Business Day 2 SEC 4 Closing Date 2 Securities 1 Common Stock 2 Security Agreement 4 Company 1 Shelf Registration 4 Conversion Rate 2 Shelf Registration Statement 4 Delay Period 17 Sponsor 4 Depositary 2 Sponsor Supported Distribution 4 Effectiveness Period 2 Substantial Distribution 4 Free Writing Prospectus Supplement 2 Suspension Period 9 Holder 2 Swap Agreements 5 Indenture 2 Threshold Amount 5 Initial Purchaser 2 Trustee 5 Issuer Free Writing Prospectus 2 Underwriter 5 Majority Holders 3 Well-known 5 Notes 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated June 21as of January 31, 20132008, between ▇▇by and among ▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchaseINC., certain mortgage loans listed on Exhibit 1 hereto a Maryland corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”"Company"), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates PURCHASERS NAMED ON EXHIBIT A of the Purchase Agreement (the “Private Certificates”as defined below) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacitycollectively, the “Initial "Purchasers”) "). This Agreement is made pursuant to a Certificate the Note Purchase Agreement, between Purchaserdated January 14, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof 2008 (the “Certificate "Purchase Agreement"), by and among the Company, the Purchasers and, solely for purposes of Section 1, 5.5, 5.6 and 8 thereto, the Sponsor (as defined below), which provides for the sale by the Company to the Purchasers of $1,250,000,000 aggregate principal amount of the Company's 2.5% Convertible Senior Notes due 2015 (the "Notes"). The Underwriters will offer Notes, together with the Public Certificates for sale publicly pursuant shares of Common Stock (as defined below) into which the Notes are convertible are referred to a Prospectus dated December 31, 2012, herein as supplemented by a Prospectus Supplement dated the date hereof (together"Securities." In order to induce the Purchasers to enter into the Purchase Agreement, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from Company has agreed to provide the registration requirements rights set forth in this Agreement. The execution of this Agreement is a condition to the Securities Act of 1933 pursuant to a Private Placement Memorandum dated closing under the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”)Purchase Agreement. In consideration of the mutual agreements contained hereinforegoing, Seller and Purchaser hereby the parties hereto agree as follows:

Appears in 1 contract

Sources: Registration Rights Agreement (Legg Mason Inc)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21as of April 15, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July May 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLCTrimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 C9 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SBAB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13April 8, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 20% Owner 6 Equity Securities 8 A&R Agreement 1 Officer’s Certificate 5 Estimated Tax Liability 35 Additional Securities 23 Event of Withdrawal 8 Additional Unitholder 6 ▇▇▇▇ of Executive 8 Adjusted Capital Account Deficit 6 Executive Manager 38 Affiliate 6 Fair Market Value 9 Affiliated Institution 6 Family Group 9 Agreement 6 Fiscal Quarter 9 Ancillary Documents 15 Fiscal Year 9, 21 Approved Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing 64 Forfeited Units 34 available amount 33 Founder Unitholder 30 Blocker Corporation 6 Fund XII/A Managers 38 Board 7 Governmental Entity 9 Board Governance Exceptions 7 Grossed-Up Amount 9 Book Value 7 GTCR Advisory Agreement 1 Certificate 9 Business 7 GTCR Fund 9 CABO 7 GTCR Investor 9 CABO Entity 7 GTCR Investor Representative 10 CABO Investment 5 GTCR Investor Votes 40 CABO Investor 7 GTCR Management 9 CABO Managers 38 GTCR Manager 38 CABO Equity Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 7 GTCR Managers 38 Call Option Transfer 15 GTCR Unit Purchase Agreement 10 Capital Account 7 Incentive Unit 10 Capital Contributions 7 Indemnitee 10 Certificate 8 Independent Manager 38 Chosen Courts 75 Initial Distribution 10 Class A Units 16 Institutional Holder 10 Class A Unpaid Yield 22 Investor Manager 38 Class A Unreturned Capital 22 Investor Managers 38 Class A Yield 22 Investor Residual 10 Class B Units 16 Investors 11 Class C Units 16 Issuance Closing Date 2 Prospectus Supplement 1 Collateral 67 Closing Distributions 36 Issuance Notice 66 Code 8 Liens 11 Company 5 Losses 11 Company Interest 8 Management Unitholder 11 Confidential Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 58 Manager 11 Court of Chancery 75 Minimum Gain 11 Delaware Act 8 Net Loss 11 Delaware Federal Court 75 Net Profit 11 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification 76 New Securities 11 Distribution 8 Notice 56 Officers 12 Senior Management Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC Original Agreement 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇Specified Person 14 Other Business 29 Splitter Manager 38 Participating Class C U▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇& Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Participating Residual Unit 12 Subject Unitholders 74 Participation Threshold 24 Subsidiary 14 Partnership Tax Audit Rules 12 Subsidiary Public Offering 14 Permitted Transferee 61 Substituted Unitholder 14 Person 12 Tag-Along Notice 63 Pro Rata Allotment 66 Tag-Along Transfer 15 Proceeding 46 Tag-Along Unitholders 63 Profits 12 Tax 14 Public Offering 12 Tax Distribution 34 Public Sale 12 Tax Distribution Conditions 34 Put Option 12 Tax Matters Partner 54 Put Right Transfer 15 Taxable Year 15 Qualified Holder 66 Taxes 14 Registration Agreement 13 Transaction Documents 15 Regulatory Allocations 52 Transfer 15 Repurchase Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements A Unit 22 Transfer Actions 15 Required Interest 13 Transferee 15 Residual Units 13 Transferred 15 Safe Harbor 56 Transferring Investor 63 Sale of the Company 13 Treasury Regulations 16 Securities 13 Unit 16 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 13 Unit Ledger 23 Securities Exchange Act 13 Unitholder 16 Seller and Purchaser hereby agree as follows:Representative 65

Appears in 1 contract

Sources: Limited Liability Company Agreement (Cable One, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 DEFINED TERMS PAGE ------------- ---- Abatement Event 11 Abatement Notice 19 Mortgage Loans 11 Additional Rent 2 Adjustment Dates 6 Alterations 9 Applicant Exhibit F Approved Working Drawings Exhibit D Architect Exhibit D Base, Shell and Core Exhibit D Basic Rental 1 Affected Loan(sBeneficiary Exhibit F Brokers 1 Claims 12 Code Exhibit D Commencement Date 1 Construction Drawings Exhibit D Contractor Exhibit D Cosmetic Alterations 10 Damage Repair Estimate 16 Direct Costs 2 Eligibility Period 11 Engineers Exhibit D Environmental Laws 23 Estimate 4 Estimate Statement 4 Estimated Direct Costs 4 Event of Default 18 Existing Security Deposit 5 Expiration Date 1 Final Space Plan Exhibit D Final Working Drawings Exhibit D Force Majeure 22 Hazardous Material 23 HVAC System 11 Improvement Allowance Exhibit D Improvement Allowance Items Exhibit D Improvements 1 Landlord 1 Landlord Coordination Fee Exhibit D Lease 1 Lease Year 2 Letter of Credit 6 Operating Costs 3 Parking Passes 1 Permits Exhibit D Permitted Use 1 Premises 1 Project 1 Real Property 2 Representative 22 Review Period 5 Security Deposit 1 Security Deposit Laws 7 Specifications Exhibit D Square Footage 1 Standard Improvement Package Exhibit D Stated Amount 6 Statement 4 Tax Costs 2 Tenant 1 DEFINED TERMS Page ------------- ---- Tenant Improvements 9 Tenant's Agents Exhibit C Tenant's Proportionate Share 1 Term 1 Transfer 15 Transfer Premium 15 Transferee 15 STANDARD MULTI-TENANT INDUSTRIAL LEASE This Standard Multi-Tenant Industrial Lease ("LEASE") 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇is made and entered into as of the 23rd day of February, 2001, by and between ARDEN REALTY FINANCE IV, L.L.C., a Delaware limited liability company ("Landlord"), and PATRIOT SCIENTIFIC CORPORATION, a Delaware corporation ("Tenant"). Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises described as Suite No. 10989, as designated on the plan attached hereto and incorporated herein as Exhibit "A" ("Premises"), of the project ("Project") now known as Via Frontera Business Park whose address is 109▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated r the Term and CIBC World Markets Corp. (in such capacity, upon the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC terms and the Underwriters, dated the date hereof (the “Underwriting Agreement”)conditions hereinafter set forth, and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J Landlord and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser Tenant hereby agree as follows:

Appears in 1 contract

Sources: Standard Multi Tenant Industrial Lease (Patriot Scientific Corp)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 ▇▇▇▇▇ Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21January 30, 20132014, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July February 1, 2013 2014, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National AssociationAssociation (“▇▇▇▇▇ Fargo”), as master servicer (in such capacity, the “Master Servicer”) and ), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo BankPark Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), and ▇▇▇▇▇ Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132014-C10C14, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10 C14 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-­B, Class X-BC, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13January 23, 2013 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)

INDEX OF DEFINED TERMS. 15Ga-1 Notice The following terms are first defined in this Agreement on the page referenced below: 280G Approval 56 Adjustment Amount 17 Agreement 5 Arbitrating Accountant 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Authorized Action 66 Business 5 Claims 15 Closing 19 Closing Date 2 Prospectus Supplement 1 Collateral 20 Closing Estimate Payment 17 Closing Pro Rata Percentage 15 Closing Statements 18 COBRA 35 Companies 5 Company 5 Company Intellectual Property 40 Company Software 7 Confidential Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 53 Continuing Employee 54 Deferred Purchase Price 18 Delivery Date 18 Disclosure Schedule 21 Dispute 19 Seller Reporting Information 13 18 Dispute Notice 18 Dispute Period 18 End Date 60 ERISA Affiliate 34 Escrow Agent 17 Escrow Agreement 17 Escrow Amount 17 Escrow Fund 17 Estimated Payment Excess 17 Estimated Purchase Price 16 Excluded Benefits 54 Final Judicial Determination Purchase Price 17 Financial Statements 26 GAAP 16 Government Authority 21 Individual Restrictive Covenant Agreement 5 Institutional Restrictive Covenant Agreement 5 Interim Financial Statement Date 26 Interim Financial Statements 26 IP Settlement Agreements 40 IRS 34 Labor Contract 32 Leased Real Estate 38 Liabilities 30 Material Contracts 32 Non-Disclosure Agreement 47 Payoff Deliverables 50 Payoff Letters 50 Permits 34 Post-Closing Pro Rata Percentage 17 Pre-Closing Period 45 Purchase Price 15 Purchase Price Allocation 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Purchaser 5 Purchaser Arrangements 56 Purchaser Parent 5 R&W Insurance Policy 24 Registered Intellectual Property 39 RSU Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the 55 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 22 Seller and Purchaser hereby agree as follows:Indemnitees 59 Seller Released Claims 52 Seller Units 5 Sellers 5 Sellers’ Representative 5 Selling Group 65 Significant Customers 42 Significant Suppliers 42 Source Code 14 Straddle Period 56 Tail Policy 53 Technical Deficiencies 41 Trade Controls 43 Trade Secrets 10 Transaction Documents 21 Waived Benefit 55 WARN Act 23

Appears in 1 contract

Sources: Unit Purchase Agreement (Jamf Holding Corp.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 ▇▇▇▇▇ Fargo Bank 1 Mortgage Loan Purchase Agreement (“Agreement”), dated June 215, 20132014, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July June 1, 2013 2014, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo Bank”), as master servicer (the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132014-C10C16, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10 C16 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-B, Class X-BC, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated May 29, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated June 134, 2013 (2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional License Agreements 1 Affected Loan(s) 17 MOU 25 Adverse Claim 1 Affiliate 1 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 10 Business Day 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 9 Collaboration Receivable Amount 2 Prospectus Supplement Consent 2 Contract 2 Control 2 Counterparties 2 Counterparty 2 Credit Risk 8 Defense Conditions 29 FDA 2 Fundamental Representations 2 Governmental Entity 2 Indemnifying Party 28 Intellectual Property 2 Judgment 3 Knowledge of Seller 3 Known to Seller 3 Law 3 Licensed Know-How 3 Licensee 1 Collateral Information Licensee Agreements 3 Losses 28 Modification 19 Net Sales 3 New Arrangement 21 Nonassignable Assets 8 Notice and Acknowledgment Letter 10 Public Certificates 1 Crossed Mortgage Loans 17 Outstanding Litigation 3 Party Merger 21 Patent 3 Permitted Adverse Claim 4 Person 4 Proceeds 4 Product 4 Product Agreements 4 Product Related IP 4 Purchase Price 7 Purchased Receivables 4 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Indemnified Party 28 Purchaser Material Adverse Effect 4 Royalties 4 Royalty Payment 4 Royalty Reports 5 Self-commercialization Event 22 Seller 1 Seller Field 5 Seller Material Adverse Effect 5 Seller Parent 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum Parties 1 Special Servicer 1 Indemnification Sublicense Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between Subsidiary 5 Third Party Claim 28 Transaction Documents 5 ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇Mortgage Capital Holdings LLC 5 Upfront Payment 6 Wrongful Termination 21 THIS ROYALTY PURCHASE AGREEMENT (this “Agreement”) dated December 17, 2020 by and between EYEPOINT PHARMACEUTICALS, INC., a Delaware corporation (the “Seller Parent”), EYEPOINT PHARMACEUTICALS US, INC., a Delaware corporation (the “Seller” and, together with the Seller Parent, the “Seller Parties) ), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. SWK FUNDING LLC, a Delaware limited liability company (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 1 contract

Sources: Royalty Purchase Agreement (EyePoint Pharmaceuticals, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate Lender Percentages 1 Backstop Commitments 4 Lender Replacement 6 ▇▇▇▇ of Sale Backstop Lenders 1 Lender Replacement Funds 6 Backstop Premium 5 Lender Replacement Notice 5 Bankruptcy Code 1 Lender Termination 5 Bankruptcy Court 1 Losses 21 Business Day 2 Other Mortgage Loans Material Adverse Effect 7 Chapter 11 Cases 1 Certificate Administrator Outside Date 18 Company 1 Pooling and Servicing Participating Lender 6 Company Replacement Notice 5 Petition Date 1 Confirmation Date 18 Plan 1 Confirmation Order 1 Plan Effective Date 1 Credit Agreement 1 Certificate Purchase Notice 4 Debtors 1 Put Option 3 Defaulting Lender 5 Put Option Exercise Period 3 Disclosure Statement 13 Replacement Right 5 Environmental Law 9 Requisite Lenders 2 Exchange Act 8 Restructuring Support Agreement 1 Preliminary Memorandum Exchange Act Documents 8 Rights Expiration Time 2 Final Replacement Notice 6 Satisfaction Notice 4 Funding Price 1 Certificates Subscription Agent 2 Hazardous Materials 9 Subscription Documents 3 HSR Act 14 Taxes 11 Indemnified Claim 21 Terminating Lender 5 Indemnified Person 20 Termination Fee 20 Intellectual Property Rights 10 Transaction Expenses 5 Lender Default 5 Unsubscribed Term Loan 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement BACKSTOP AGREEMENT (the “Agreement”), dated June as of December 21, 20132016, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sellamong Forbes Energy Services Ltd., and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Texas corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “CustodianCompany”), and Park Bridge Lender Services LLCeach of the undersigned parties identified on the signature pages hereto (each, as trust advisor (a “Backstop Lender” and collectively, the “Trust AdvisorBackstop Lenders”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned ascribed to them such terms in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates Restructuring Support Agreement (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”as defined below), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 1 contract

Sources: Backstop Agreement (Forbes Energy Services Ltd.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Action 1 Affected Loan(s) 17 MOU 25 Affiliate 1 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale Business Day 1 Claims 18 Control 2 Other Mortgage Loans Cure Notice 22 Cure Period 23 Default Interest Rate 2 Direct G&A Costs 2 Disclosing Party 25 Disputed Item 14 Effective Date 1 Certificate Administrator Emergency 2 Environmental Condition 2 Environmental Law 2 Expert 3 Facilities 3 FERC 3 Fiscal Year 3 Force Majeure 12 Gathering Assets 3 Governmental Entity 3 Indebtedness for Borrowed Money 3 Indemnified Party 18 Indemnifying Party 18 Indemnity Demand 18 KAAC 3 Knowledge 3 Law 3 Material Adverse Effect 3 Natural Gas Liquids Pipelines 3 Natural Gas Pipelines 4 Notice 25 Options 4 Owner 1 Pooling and Servicing Agreement Owner Direct-Billed Costs 4 Owner Indemnified Party 18 Parties 1 Certificate Party 1 Performance Breach 22 Performance Breach Notice 22 Permits 4 Person 4 Prime Rate 4 Processing Assets 4 Proposed Support Services Fee 13 Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum Restrictive Covenants Agreement 4 Reasonable and Prudent Service Provider 8 Receiving Party 25 Related Party Transaction Policy 4 Required Upgrade 4 Restricted Persons 24 Senior Supervisory Personnel 5 Service Contracts 5 Service Costs 5 Service Provider 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC Service Provider Indemnified Party 18 Services 8 Subsidiary 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Supplemental Service Provider 8 Supplemental Service Providers 8 Support Services Fee 5 System 5 System (Effective Date) 6 Term 6 Third Party 6 Transferred Employees 24 TRRC 6 Unrecoverable Damages 6 CONSTRUCTION, OPERATIONS AND MAINTENANCE AGREEMENT This Construction, Operations and Maintenance Agreement (this “Agreement”) is effective as of November 9, 2018 (the “Effective Date”), dated June 21by and between Apache Corporation, 2013a Delaware corporation (“Service Provider”), between ▇on the one hand, and Altus Midstream Company (f/k/a ▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. Acquisition Corp.), a Delaware corporation (as Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementOwner”), on the other hand. Each of Service Provider and Owner is sometimes referred to be dated herein individually as of July 1, 2013 between Purchaser, a “Party” and collectively as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master ServicerParties.) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Construction, Operations and Maintenance Agreement

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 21 Mortgagor 1 Affected Loan(s) 17 19 MOU 25 27 Agreement 1 Officer’s Certificate 6 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 11 Public Certificates 1 Crossed Mortgage Loans 17 19 Purchaser 1 Cure Request 16 18 Repurchase Request 19 21 Custodian 1 Seller 1 Defective Mortgage Loan 17 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Dispute 19 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 13 14 Final Judicial Determination 20 Memorandum 1 Seller’s Information 13 Final Memorandum 14 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Special Servicer 1 Indemnification Agreement 13 Master Servicer 1 Trust 1 Initial Purchasers 1 Material Breach 18 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 18 Trustee 1 Mortgage File 3 UCC 5 Mortgage Loan Schedule 2 Underwriters 1 Mortgage Loans 1 Underwriting Agreement 1 Mortgage Loan Schedule 2 Note 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21November 19, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Starwood Mortgage Capital Holdings Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July November 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and Park Bridge Lender Services authenticating agent, CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C27, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C27 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. Corp., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC and SG Americas Securities, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-B, Class X-BD, Class X-E, Class X-F, Class X-GH, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J J, Class V, Class R and Class R HMD Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and SG Americas Securities, LLC, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June November 6, 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 13, 2013 (2015 and November 17, 2015, respectively, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller and Purchaser Party hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Affected Loan(s) 17 Bank of America Lender Successor MOU 25 Agreement 1 26 Borrower Right 22 Officer’s Certificate 6 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 2 Collateral Information 10 11 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 18 Seller Reporting Information 13 Final Judicial Determination 14 Dispute 20 Seller’s Information 13 Final Memorandum 14 Excluded Mortgage Loan Special Servicer. 1 Special Servicer 1 Final Judicial Determination 21 Trust 1 Final Memorandum 2 Trust Advisor 1 Indemnification Agreement 13 Trust 14 Trustee 1 Initial Purchasers 1 Trust Advisor 1 UCC 5 Master Servicer 1 Trustee Underwriters 1 Material Breach 16 UCC 5 17 Underwriting Agreement 1 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 17 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21April 10, 2013▇▇▇▇, between ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Mortgage Capital Holdings LLC ▇▇▇▇, National Association (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July April 1, 2013 2015, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C22, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C22 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-BX­-B, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13March 30, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C22)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) Acquired Assets 2 Acquired Real Property 2 Administrative Agent 17 MOU 25 Agreement 1 Officer’s Certificate Agreement Dispute 45 Allocation 39 Allocation Methodology 38 Allocation Objection Notice 39 Assigned Contracts 2 Assignment and Assumption Agreement 8 Assumed Liabilities 3 Backup Bidder 19 Bankruptcy Cases. 1 Bankruptcy Code 1 Bankruptcy Court 1 Bidder Approval Date 17 Bidding Procedures Order 1 Canadian Court 1 Canadian Recognition Proceedings 1 Cash Payment. 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans CCAA 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Chosen Courts 45 Closing 7 Closing Date. 7 Closing Date Payment. 6 Closing Escrow 8 Closing Statement 11 Closing-Related Costs 11 Conditions Certificate 36 Credit Agreement 17 Cure Costs 3 Dataroom. 14 Debt Commitment Agreement 17 Debtors 1 Deposit 6 Designated Purchaser 42 Disputed Amounts 11 DOJ 23 Effect 52 Enforceability Exceptions 12 Environmental Liabilities. 3 Escrow Agent 6 Excluded Assets 2 Prospectus Supplement Excluded Contract 3 Excluded Environmental Liabilities 4 Excluded Liabilities 4 Express Representations 14 Financing. 17 Foreign Representative 1 Collateral FTC 23 Fundamental Representations 34 Guaranteed Obligations 32 Guarantor 1 Independent Accountant 11 Information Presentation 14 Lenders 17 Non-Recourse Party 43 Outside Date. 36 Parties 1 Party 1 Petition Date. 1 Pre-Adjustment Cash Payment 6 Prorations 10 Public Certificates Purchase Price 6 Purchaser 1 Crossed Mortgage R+L Paramount 17 Revolving Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Rolling Stock 31 Schedule 12 Schedules 12 Seller 1 Seller Broker 14 Seller Support Obligations 29 Sellers 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute Specified Uses 16 Successful Bidder 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July Title Company 8 Transfer Taxes 38 Yellow 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Asset Purchase Agreement

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 22 Master Servicer 1 Accountants' Due Diligence Report 16 Material Breach 18 Affected Loan(s) 20 Material Document Defect 18 Agreement 1 Mortgage File 3 Asset Representations Reviewer 1 Mortgage Loan Schedule 2 Authenticating Agent 1 Mortgage Loans 1 Affected Loan(s) 17 Bank of America Lender Successor Borrower Right 23 MOU 25 Agreement 1 Officer’s Certificate 6 28 ▇▇▇▇ of Sale 2 Officer's Certificate 7 Certificate Administrator 1 Operating Advisor 1 Certificate Purchase Agreement 1 Other Mortgage Loans 1 Certificate Administrator Registrar 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement Certificates 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Preliminary Prospectus Supplement 1 Collateral Information 10 Public 11 Private Certificates 1 Crossed Mortgage Loans 17 Purchaser 20 Prospectus 1 Cure Request 16 Repurchase Request 19 18 Public Certificates 1 Custodian 1 Seller Purchaser 1 Defective Mortgage Loan 17 19 Repurchase Request 22 Dispute 22 Seller Defeasance Rights and Obligations 21 Dispute 19 1 Final Judicial Determination 23 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 14 Final Memorandum 1 Seller's Information 14 Form 15G 17 Special Servicer 1 Indemnification Agreement 13 Trust 14 Trustee 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Issuing Entity 1 Underwriters 1 Mortgage File 3 Loss of Value Payment 19 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement ("Agreement"), dated June 21, 2013[DATE, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC [SPONSOR] ("Seller") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. [PURCHASER] ("Purchaser"). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") and evidenced by the related note or other evidence of indebtedness (each a "Mortgage Note") evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a "Mortgagor"), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”"Issuing Entity") created pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of July 1[DATE], 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association[MASTER SERVICER], as master servicer (in such capacity, the "Master Servicer”) and "), [SPECIAL SERVICER], as special servicer (in such capacity, the "Special Servicer"), ▇▇▇▇▇ Fargo Bank[OPERATING ADVISOR], National Associationas operating advisor (the "Operating Advisor"), [TRUSTEE], as trustee (in such capacity, the "Trustee"), [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer (the "Asset Representations Reviewer"), [CERTIFICATE ADMINISTRATOR], as certificate administrator (in such capacity, the "Certificate Administrator"), certificate registrar[CUSTODIAN], authenticating agent and as custodian (in such capacitythe "Custodian"), [CERTIFICATE REGISTRAR], as certificate registrar (the “Custodian”"Certificate Registrar"), and Park Bridge Lender Services LLC[AUTHENTICATING AGENT], as trust advisor authenticating agency (the “Trust Advisor”"Authenticating Agent"). In exchange for the Mortgage Loans and Loans, certain other mortgage loans to be purchased by Purchaser (collectively the "Other Mortgage Loans”)") and, in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Issuing Entity will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 [CERTIFICATE CAPTION] (the "Certificates"). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C [PUBLICLY OFFERED CLASSES] Certificates (the "Public Certificates") will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC[UNDERWRITERS], ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. as underwriters (in such capacitycapacities, the "Underwriters"), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated as of the date hereof (the "Underwriting Agreement"), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R [PRIVATELY OFFERED CLASSES] Certificates (the "Private Certificates") will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch[INITIAL PURCHASERS], Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as initial purchasers (in such capacitycapacities, the "Initial Purchasers") pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated as of the date hereof (the "Certificate Purchase Agreement"). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated December 31, 2012, as supplemented by [DATE] (the "Preliminary Prospectus") and a Prospectus Supplement dated [DATE] (the date hereof (together, the “Prospectus Supplement”"Prospectus"), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the "Final Memorandum") and a preliminary version thereof dated June 13[DATE] (as supplemented by the preliminary private placement memorandum supplement, 2013 (dated [DATE], the "Preliminary Memorandum"). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 28 Accountant's Due Diligence Report 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 3 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 3 Collateral Information 14 Crossed Mortgage Loans 25 Cure Request 23 Custodian 1 Defective Mortgage Loan 25 Dispute 28 Final Judicial Determination 30 Indemnification Agreement 17 Initial Purchasers 1 Master Servicer 1 Material Breach 23 Material Document Defect 23 Mortgage File 5 Mortgage Loan Schedule 3 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 36 Officer’s Certificate 9 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 PPM 2 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 28 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 30 Seller Reporting Information 13 Final Judicial Determination 20 17 Seller’s Information 13 Final Memorandum 1 17 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 7 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21October 7, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Capital I Commercial Mortgage Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July October 1, 2013 2015, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and Park Bridge Lender Services authenticating agent, and Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C25, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C25 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class PST C and Class C D Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Bank of America, National Association and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) ), pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Bank of America, National Association and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 7, 20122015, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final MemorandumPPM”) and a preliminary version thereof dated June 13September 28, 2013 2015 (as supplemented by the preliminary private placement memorandum supplements, dated October 1, 2015 and October 5, 2015, the “Preliminary MemorandumPPM”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C25)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Adjusted Actual Rent - Sch. II 9 Lender 1 Affected Loan(s) 17 MOU 25 Agent 1 Licenses 34 Anti-Money Laundering Laws 21 Lists 20 Anti-Money Laundering Measures 21 Master Lease 1 Anti-Terrorism Laws 20 Monthly Effective Rent - Sch. II 9 Assignment Agreement 6 Monthly Reports 22 Bankruptcy Party 40 Net Operating Income - Sch. II 9 Borrower 1 Officer’s Certificate Note 1 Borrower Anti-Terrorism Policies 31 Occupancy 33 Borrower's Equity - Sch. 2.1 4 OFAC 20 BSA 21 OFAC Laws and Regulations 20 Charges 26 Operating Agreement 15 Collateral 7 Other Lists 20 CON 34 Permitted Debt 28 Defeasance 5 Prepayment Premium 3 Defeasance Deposit 7 Project 1 Designated Person 20 Properties 1 Executive Orders 20 Property 1 Expenses - Sch. II 9 Release Date 5 FIRREA - Sch. 2.1 5 Rent Proceeds 29 fiscal month 22 Revenue - Sch. II 9 Funding Amount 2 Scheduled Defeasance Payments 6 ▇▇▇▇ GECC 1 SDN List 20 Guarantor 1 Secondary Market Transactions 32 Healthcare Laws 33 Security Agreement 5 HIPAA 33 State Regulator 30 HIPAA Compliance Date 34 Successor Borrower 6 HIPAA Compliance Plan 34 Tax Impound 12 HIPAA Compliant 34 Taxes 12 Improvements 1 Terrorism 8 Incorporation Documents 15 Third-Party Payor Programs 36 Interest Holder Agreement 30 Title Policy - Sch. 2.1 2 Interest Rate 2 U.S. Obligations 7 Investor Anti-Terrorism Policies 31 U.S. Publicly-Traded Entity 21 Leases - Sch. 2.1 3 Yield Maintenance Amount 7 This Loan Agreement is entered into as of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling December 1, 2005, among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GECC" and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase in its capacity as agent for the Lenders, together with its successors, "Agent"), the financial institutions other than GECC who are or hereafter become parties to this Agreement (“Agreement”)together with GECC collectively, dated June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaseror individually, as depositorthe context may require, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”"Lender"), and Park Bridge Lender Services EMERITUS PROPERTIES-ARKANSAS, LLC, as trust advisor a Delaware limited liability company (the “Trust Advisor”"Borrower"). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 1 contract

Sources: Loan Agreement (Emeritus Corp\wa\)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquired Partnership 1 Affected Loan(s) 17 MOU 25 Acquired Partnership GP 1 Acquisition Proposal 20 Adjusted UARs 26 affiliate 34 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans Board 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Business Day 3 Closing 3 Closing Date 3 Code 2 Prospectus Supplement Combined Pro Forma Information 17 Communication Package 13 Confidential Purchaser Disclosure Schedule 6 Consent Solicitation Documents 18 Consolidated Persons 7 Contract 8 Contributed Interests 8 CVI Agreement 22 CVIs 3 Dissolution Transactions 21 Distribution 21 Effect 5 Equity Incentive Plan 23 Exchange Act 34 Exchange Agent 21 Exchange Agreement 22 Fund Holdings LPA 22 GAAP 5 Governmental Entity 5 Group Partnerships 1 Collateral Information 10 Public Certificates Holdings 1 Crossed Mortgage Loans 17 HSR Act 6 Independent Directors 1 Interim Financial Statements 8 Investment Company Act 11 Investment Partnership LPA 3 June 30 Financial Statements 9 KKR Funds 7 KKR Group 8 Liability 3 Liens 2 Limited Partner Interests 1 Lock-Up Agreement 22 Losses 27 Management Holdings LPA 22 Material Adverse Effect 4 Non-Compete Agreements 22 NYSE 8 Outside Date 32 Participant 13 Permits 11 Permitted Liens 6 person 34 Press Release 13 Proceedings 27 Purchase and Sale 3 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Common Units 2 Purchaser Enhanced Arrangement 13 Purchaser GP Agreement 22 Purchaser LPA 22 Registration Statement 15 Requisite Unitholder Consent 18 Restructuring Transactions 20 SEC 8 Securities Act 9 Segment Pro Forma Information 17 Seller 1 Seller Common Units 2 Seller GP 1 Defective Mortgage Loan Seller Limited Partnership Agreement 4 Seller Recommendation 18 Seller UAR 26 Services Agreement 21 Specified Information 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Tax Receivables Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 22 Taxes 12 This PURCHASE AND SALE AGREEMENT, dated as of July 27, 2008 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated June 21is entered into by and among (1) KKR & Co. L.P., 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC a Delaware limited partnership (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (the “Purchaser”). Seller agrees to sell, and Purchaser agrees to purchaseacting through KKR Management LLC, certain mortgage loans listed on Exhibit 1 hereto a Delaware limited liability company (the “Mortgage LoansPurchaser GP”) in its capacity as described herein. Purchaser will convey the Mortgage Loans to general partner of the Purchaser, (2) KKR Private Equity Investors, L.P., a trust Guernsey limited partnership (the “TrustSeller) created pursuant to ), acting through KKR Guernsey GP Limited, a Pooling and Servicing Agreement Guernsey company limited by shares (the “Pooling and Servicing AgreementSeller GP”) in its capacity as the general partner of the Seller, (3) KKR PEI Associates, L.P., a Guernsey limited partnership (the “Acquired Partnership GP”), to be dated acting in its capacity as the general partner of July 1KKR PEI Investments, 2013 between Purchaser, as depositor, Midland Loan ServicesL.P., a Division of PNC Bank, National Association, as master servicer Guernsey limited partnership (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “CustodianAcquired Partnership”), and Park Bridge Lender Services LLCacting through KKR PEI GP Limited, a Guernsey company limited by shares in its capacity as trust advisor general partner of the Acquired Partnership GP (the solely for purposes of Section 1.4), (4) KKR Holdings L.P., a Cayman Islands exempted limited partnership (Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage LoansHoldings”), acting through KKR Holdings GP Limited in its capacity as general partner of Holdings (solely for purposes of Section 4, Section 5.5, Section 5.13(b) and Section 9.10), (5) KKR Management Holdings L.P., a Delaware limited partnership, acting through KKR Management Holdings Corp. in its capacity as the Trust will issue general partner of KKR Management Holdings L.P. (solely for purposes of Section 6) and (6) KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the general partner of the general partner of KKR Fund Holdings L.P. (solely for purposes of Section 6) (KKR Management Holdings L.P. and KKR Fund Holdings L.P. are sometimes collectively referred to the Depositor pass-through certificates to be known herein as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “CertificatesGroup Partnerships”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 1 contract

Sources: Purchase and Sale Agreement (KKR & Co. L.P.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 1934 Act 1 Ability to Repay Rule 1 Accounts 1 Act of Insolvency 2 Additional MBS/Purchased Mortgage Loans 1 Affected Loan(s) 17 MOU 25 2 Adjusted Tangible Net Worth 2 Administrative Agent 3 Administrative Agent’s eVault 3 Affiliate 3 Aged Loan 3 Agencies 3 Agency 3 Agency Custodian 3 Agency Guidelines 3 Aggregate Purchase Price 3 Agreement 1 Officer’s 4 Anti-Corruption Laws 4 Anti-Money Laundering Laws 4 Applicable Agency Documents 4 Applicable Agency Loan Schedule 4 Appraised Value Alternative 4 Approved eMortgage Takeout Investor 5 Approved Takeout Investor 5 Asset File 5 Asset Schedule 5 Asset Schedule and Exception Report 5 Assignment of Mortgage 5 Authoritative Copy 5 Authorized Signers 5 Available Warehouse Facilities 6 Bailee Letter 6 Bankruptcy Code 6 Bankruptcy Reform Act 6 Blanket Bond Required Endorsement 6 Business Day 6 Buyer Third-Party Recipients 6 Buyers 6 CARES Act 6 Cash Deposit 6 Cash Equivalents 7 Cash Manager 7 CEMA Loan 7 CFPB 7 Change in Control 7 Change in Requirement of Law 8 Chase 8 CL 8 Closing Protection Letter 8 CLTV 8 Combined Loan-to-Value Ratio 8 Completed Repurchase Advice 9 Compliance Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling 9 Confirmation 9 Continuity, Recovery and Servicing Incident Response Programs 9 Controller 9 Conventional Conforming Loan 9 Co-op Corporation 9 Co-op Loan 10 Co-op Project 10 Co-op Shares 10 Co-op Unit 10 Copy-permitted Documents 10 Credit File 10 Custodial Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 10 Debt 10 Default 11 Defaulted Loan 11 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 11 Delivered Mortgage Loan Schedule 2 11 Depository 12 Designated Jumbo Loan 12 Early Repurchase Date 12 eClosing System 12 eClosing Transaction Record 12 eCommerce Laws 12 Electronic Agent 12 Electronic Record 12 Electronic Tracking Agreement 12 Eligible Mortgage Loan Purchase 12 eMortgage Loan 15 eNote 15 eNote Control and Bailment Agreement (“Agreement”), dated June 21, 2013, between 15 ERC Mortgage Loan 16 ERISA 16 eRisk Determination 16 ESIGN 15 eVault 16 eVault Provider 16 Event of Default 16 Expanded Criteria Loan 16 Facility Amount 16 ▇▇▇▇▇▇ ▇▇▇▇▇▇Mortgage Capital Holdings LLC (“Seller”) and 16 ▇▇▇▇▇▇ ▇▇▇▇▇▇Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America Guide 16 FDIA 16 FDICIA 16 FHA 17 FICO Score 17 Financial Institution 17 Foreign Buyer 17 ▇▇▇▇▇▇▇ ▇▇▇ 17 ▇▇▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mac Guide 17 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇& Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, New Condo Loan 17 FTC Act 17 Funding Account 17 GAAP 17 ▇▇▇▇▇▇ ▇▇▇▇▇▇Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to 17 ▇▇▇▇▇▇ ▇▇▇ Guide 17 GLB Act 17 Government Loan 18 Governmental Authority 18 Hedging Arrangement 18 Homestyle® Renovation Loan 18 HUD 18 Income 18 Income Collection Account 18 Indemnified Party 18 Intercreditor Agreement 19 Interim Servicer 19 Interim Servicing Term 19 Investor Loan 19 IRC 19 IRS 19 Joint Account 19 Joint Account Control Agreement 19 Joint Securities Account 19 Joint Securities Account Control Agreement 19 JPM Threshold 20 Jumbo Loan 20 Leverage Ratio 20 Lien 20 Liquidity 20 Litigation 20 Loan Eligibility File 20 Loan Level Representation 21 Loan-to-Value Ratio 21 Location 21 Long Aged Loan 21 Low FICO FHA/VA Loan 21 LTV 21 Manufactured Home 21 Manufactured Home Loan 21 Margin Amount 22 Margin Call 22 Margin Cash 22 Margin Deficit 22 Margin Percentage 22 Margin Stock 22 Market Value 22 Material Adverse Effect 22 Material Indebtedness 22 Material Subsidiary 22 Materially False Representation 22 Maximum Current Advance Capacity 23 MBS 23 MERS 23 MERS Designated Mortgage Loan 23 MERS® eDelivery 23 MERS® eRegistry 24 MERS® eRegistry Procedures Manual 24 MERS® System 24 MIN 24 MOM Loan 24 ▇▇▇▇▇’▇ 24 Mortgage 24 Mortgage Assets 24 Mortgage Finance Online 24 Mortgage Loan 24 Mortgage Loan Documents 24 Mortgage Note 24 Mortgaged Property 24 Mortgagor 25 Multiemployer Plan 25 MWF Web 25 No-cure Default 25 Non-Agency Jumbo Guidelines 25 Non-Chase Creditor 25 Notice Officer 25 Officer’s Certificate 25 Operating Account 25 Originate 25 Origination 25 Origination Date 25 Outstanding Principal Balance 25 Party 26 Person 26 Pool 26 Pooled Loan 26 Pooling Date 26 Portal 26 Post-Origination Period 26 Price Differential 26 Pricing Rate 26 Prior MRA 26 Privacy Requirements 26 Property Charges 27 Proprietary Lease 27 Purchase Date 27 Purchase Price 27 Purchased Mortgage Loans 27 QM Rule 27 Qualified Mortgage Loan 27 Qualified Subordinated Debt 27 Recognition Agreement 27 Remittance Date 27 Repurchase Date 27 Repurchase Price 28 Request for Documents Release 28 Required Amount 28 Requirement(s) of Law 28 Rescission 29 Responsible Officer 29 RHS 29 RHS Loan 29 Rock Holdings 30 S&P 30 SEC 30 Second Home Loan 30 Secure Directory 30 Seller 30 Seller’s Accounts 30 Seller’s Customer 30 Seller’s Customer Information 30 Seller’s eVault 30 Servicing File 30 Servicing Records 30 Servicing Rights 31 Settlement Agent 31 Settlement Date 31 Side Letter 31 SIPA 31 Special Confidential Information 31 Stock Power 31 Subservicer 31 Subservicer Instruction Letter 31 Subservicing Agreement 31 Subsidiary 31 Successor Servicer 32 Takeout Agreement 32 Takeout Commitment 32 Takeout Guidelines 32 Takeout Value 32 Tax Dividend 32 Termination Date 32 Third Party Originator 33 TILA-RESPA Integrated Disclosure Rule 33 TPO Loan 33 Transaction 33 Transaction Documents 33 Transfer of Control 33 Transfer of Control and Location 33 Transfer of Location 33 Transferable Record 33 Trust Receipt 34 Trust Release Letter 34 UCC 34 UETA 34 VA 34 Wet Delivery Deadline 34 Wet Funding 34 Wet Loan 34 List of Exhibits and Schedules: Exhibit A Form of Confirmation Exhibit B Mortgage Loan Representations and Warranties Exhibit C Form of Compliance Certificate Exhibit D Conditions Precedent Documents Exhibit E Subsidiary Information Exhibit F Form of Subservicer Letter Schedule I Approved Takeout Investors and Approved eMortgage Takeout Investors Schedule II Seller’s Authorized Signers Schedule III Administrative Agent’s CLTV/FICO Score Criteria for Jumbo Loans Schedule III-RM Seller’s CLTV/FICO Score Criteria for Jumbo Loans Schedule IV Litigation Schedule HR Sample form of Hedging Report THIS FIRST AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of August 11, 2022 (as it may be supplemented, amended or restated from time to time, this “Agreement”) amending and restating in its entirety the Master Repurchase Agreement dated May 2, 2013 (as amended, the “Prior MRA”) by and among ROCKET MORTGAGE, LLC, a Michigan limited liability company (“Seller”) (formerly known as Quicken Loans, LLC), JPMORGAN CHASE BANK, N.A., a national banking association (“Chase”), as administrative agent for the Buyers (in that capacity, ▇▇▇▇▇ & Co. LLC is herein referred to as the “Administrative Agent”) and as a Buyer, and the other Buyers party hereto from time to time (collectively with ▇▇▇▇▇▇▇ Lynch, Piercethe “Buyers”). Currently, ▇▇▇▇& ▇▇▇▇▇ Incorporated (in such capacity, is the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:only Buyer.

Appears in 1 contract

Sources: Master Repurchase Agreement (Rocket Companies, Inc.)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 ▇▇▇▇▇ Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21March 26, 20132014, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July April 1, 2013 2014, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”), as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo BankSitus Holdings, National AssociationLLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”), and ▇▇▇▇▇ Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10 C15 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX­-B, Class X-BC, Class D, Class E, Class F, Class G, Class H, Class J J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13March 19, 2013 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25, 2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 22 Mortgage Loan Schedule 2 Affected Loan(s) 20 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 MOU 28 ▇▇▇▇ of Sale 2 Officer’s Certificate 8 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Administrator Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement Certificates 1 Preliminary Memorandum 1 Certificates 1 2 Closing Date 2 Private Certificates 1 Closing Date 2 Collateral Information 12 Prospectus Supplement 1 Collateral Information 10 2 Crossed Mortgage Loans 19 Public Certificates 1 Crossed Mortgage Loans 17 Cure Request 18 Purchaser 1 Cure Request 16 Custodian 1 Repurchase Request 19 Custodian 1 Seller 1 22 Defective Mortgage Loan 17 19 Seller 1 Dispute 22 Seller Defeasance Rights and Obligations 21 Dispute 19 24 Excluded Mortgage Loan Special Servicer. 1 Seller Reporting Information 13 15 Final Judicial Determination 20 23 Seller’s Information 13 15 Final Memorandum 1 2 Special Servicer 1 Indemnification Agreement 13 15 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 18 UCC 5 6 Material Document Defect 16 18 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21April 10, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July April 1, 2013 2015, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C10C22, Commercial Mortgage Pass-Through Certificates, Series 20132015-C10 C22 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-BX-­B, Class D, Class E, Class F, Class G, Class H, Class J V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13March 30, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C22)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 5% Beneficial Ownership Requirement 61 5% Fall-Award Date 61 10% Beneficial Ownership Requirement 62 10% Fall-Away Date 62 Acquisition Proposal 62 Acquisition Transaction 62 ACT 48 affiliate 63 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ Anti-Corruption Laws 17 Bank Act 63 beneficial ownership 63 beneficially own 63 beneficially owned 63 beneficially owning 63 BHC Act 7 Blue Sky 11 Board of Sale Directors 10 Business Combination 63 Business Day 63 Change of Control 63 Chosen Courts 59 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement Closing Dates 2 Closings 2 Common Stock 1 Collateral Company 1 Company Articles 10 Company Bank 2 Company Benefit Plans 64 Company Disclosure Letter 7 Company Equity Awards 8 Company ESPP 64 Company Opportunity 49 Company Options 8 Company Preferred Stock 8 Company PSU Awards 8 Company Regulations 10 Company Regulatory Agreement 19 Company Reports 12 Company RSU Awards 8 Company Stock Plans 64 Confidential Information 30 Confidential Supervisory Information 60 Continuing Directors 64 Contract 10 Public Certificates control 63 controlled by 63 Data Breach 18 Enforceability Exceptions 10 ERISA 64 ERISA Affiliate 64 Exchange Act 11 Excluded Issuance 64 Federal Reserve 11 First Closing 1 Crossed Mortgage Loans First Closing Date 1 First Closing Shares 5 First Closing Termination Date 52 First Share Issuance 1 Fraud 64 GAAP 65 Governmental Entity 2 Gross-up Right 40 Hedge 65 Hedging 65 HSR Act 3 HSR Clearance 3 Initial Purchaser Director Nominees 43 Institutional Accredited Investor 65 Knowledge 65 Law 2 Liens 9 Lock-Up End Date 34 Market Deal 38 Material Adverse Effect 65 Materially Burdensome Condition 27 Multiemployer Plan 64 Multiple Employer Plan 16 Non-Party Affiliates 50 Notification Trigger 38 NYSE 3 OFAC 18 Offered Shares 39 OGCL 66 Order 2 Own 66 Owned 66 Ownership 66 Pandemic 66 Pandemic Measures 66 Participation Portion 40 Per Share Issue Price 5 Permitted Purpose 30 Person 66 Personal Data 17 Piggyback Underwritten Offering 7 Post-Business Combination Ownership Interest 42 Pre-Business Combination Ownership Interest 42 Pre-Closing Period 32 Proposed Securities 40 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Director 66 Purchaser Nominee 66 Registrable Securities 13 Registration Statement 1 Seller Registration Statement Losses 9 Regulatory Hardship Transfer 38 Related Party Transaction 20 Reorganization 66 Representatives 30 Requisite Regulatory Approvals 67 ROFO Election Notice 39 ROFO Offer Notice 39 ROFO Offer Price 39 Sanctions 18 SEC 7 Second Closing 2 Second Closing Approvals 67 Second Closing Approvals Condition 3 Second Closing Date 2 Second Closing Shares 6 Second Closing Termination Date 53 Second Share Issuance 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations Second Share Issuance Provisions 67 Securities Act 12 Selling Expenses 7 Share Issuances 1 Shares 6 Shelf Registration 1 Shelf Registration Statement 1 Shelf Takedown 1 SRO 11 Subsidiary 67 Takeover Statute 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement Tax 67 Tax Return 67 Taxes 67 Third-Party Designee 42 Transfer 68 U.S. 58 under common control with 63 Underwritten Offering A-13 Underwritten Offering Filing A-13 Underwritten Shelf Takedown A-1 Underwritten Shelf Takedown Notice A-1 INVESTMENT AGREEMENT, dated as of August 12, 2024 (this “Agreement”), dated June 21by and between KeyCorp, 2013an Ohio corporation (the “Company”), between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. The Bank of Nova Scotia, a bank organized under the laws of Canada (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

Appears in 1 contract

Sources: Investment Agreement (Keycorp /New/)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Accountants’ Due Diligence Report 13 Issuing Entity 1 Agreement 1 Master Servicer 1 Asset Representations Reviewer 1 Mortgage Loan Schedule 2 Assignments 5 Mortgage Loan Seller Sub-Certification 23 BHC Affiliate 29 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans Note 1 Certificate Administrator 1 Mortgagor 1 Certificate Purchase Agreement 1 MOU 26 Certificate Registrar 1 Operating Advisor 1 Certificates 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Closing Date 2 Preliminary Memorandum 1 Certificates Collateral Information 8 Preliminary Prospectus 1 Covered Party 29 Private Certificates 1 Closing Date 2 Custodian 1 Prospectus Supplement 1 Collateral Information 10 Default Right 29 Public Certificates 1 Crossed Mortgage Loans 17 Defective Loan 14 Purchaser 1 Cure Request 16 Deleted Mortgage Loan 19 Repurchase Request 19 Custodian 20 Depositor 1 Seller 1 Defective Mortgage Loan Dispute 20 Seller 15Ga-1 Notice 20 Extended Cure Period 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 11 Final Judicial Determination 20 21 Seller Successor Borrower Rights 22 Final Memorandum 1 Seller’s Information 13 Final Memorandum 1 11 General Special Servicer 1 Trustee 1 Indemnification Agreement 13 Trust 11 U.S. Special Resolution Regime 29 Initial Cure Period 17 Underwriters 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 21November 8, 20132019, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Starwood Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “TrustIssuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July November 1, 2013 2019, between Purchaser, as depositordepositor (the “Depositor”), Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and as custodian (in such capacity, the “Custodian”), as certificate registrar (in such capacity, the “Certificate Registrar”) and as authenticating agent, LNR Partners, LLC, as general special servicer (the “General Special Servicer”), Situs Holdings, LLC, as ILPT Industrial Portfolio special servicer, Wilmington Trust, National Association, as trustee (the “Trustee”), and Park Bridge Lender Services LLC, as trust operating advisor (in such capacity, the “Trust Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”)Purchaser, the Trust Issuing Entity will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital I Trust 20132019-C10L3, Commercial Mortgage Pass-Through Certificates, Series 20132019-C10 L3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, KeyBanc Capital Markets Inc., Cantor ▇▇▇▇▇▇▇▇▇▇ Lynch, Pierce, & Co. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Incorporated and CIBC World Markets Corp. Shank & Co., LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-D, Class X-BF, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class J J-RR, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC LLC, KeyBanc Capital Markets Inc., Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇▇▇ Shank & ▇▇▇▇▇ Incorporated Co., LLC, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated December 31November 4, 2012, as supplemented by 2019 (the “Preliminary Prospectus”) and a Prospectus Supplement dated the date hereof November 13, 2019 (together, the “Prospectus SupplementProspectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof November 13, 2019 (the “Final Memorandum”) and a preliminary version thereof dated June 13November 4, 2013 2019 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2019-L3)

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Affected Loan(s) 17 Bank of America Lender Successor MOU 25 Agreement 1 26 Borrower Right 21 Officer’s Certificate 6 B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Reporting Information 14 Dispute 19 Seller Reporting 20 Seller’s Information 13 Final Judicial Determination 20 Seller’s Information 13 Special Servicer 1 Final Memorandum 1 Special Servicer Trust 1 Indemnification Agreement 13 Trust Advisor 1 Initial Purchasers 1 Trust Advisor Trustee 1 Master Servicer 1 Trustee 1 UCC 5 Material Breach 16 UCC 5 Underwriters 1 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21as of October 3, 20132012, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Bank of America, National Association (“Seller”) and M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July October 1, 2013 2012 between Purchaser, as depositor, Midland Loan Services, a Division of PNC W▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), certificate registrar and Park Bridge Lender Services authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ Bank of America M▇▇▇▇▇▇ L▇▇▇▇ Trust 20132012-C10C6, Commercial Mortgage Pass-Through Certificates, Series 20132012-C10 C6 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, ▇LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FXX-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31September 4, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13September 27, 2013 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

Appears in 1 contract

Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)