INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 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 March 26, 2014, between 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 April 1, 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 special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). 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 2014-C15, Commercial Mortgage Pass-Through Certificates, Series 2014-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 A1, Class A2, Class ASB, Class A3, Class A4, Class XA, Class AS, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacities, 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 XB, Class XC, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers (in such capacities, 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 October 1, 2013, 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 March 19, 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 20 19 Mortgage Loans 1 Affected Loan(s) 18 17 MOU 26 25 Agreement 1 Officer’s Certificate 7 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 17 Purchaser 1 Cure Request 17 16 Repurchase Request 20 19 Custodian 1 Seller 1 Defective Mortgage Loan 18 17 Seller Defeasance Rights and Obligations 21 Dispute 20 19 Seller Reporting Information 14 13 Final Judicial Determination 21 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 March 26as of April 15, 20142013, between CIBC Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 April May 1, 2014, 2013 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”), Situs Holdings▇▇▇▇▇ Fargo Bank, LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company AmericasNational 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 Trimont 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 20142013-C15C9, Commercial Mortgage Pass-Through Certificates, Series 20142013-C15 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 A1A-1, Class A2A-2, Class ASBA-AB, Class A3A-3, Class A4A-4, Class XAX-A, Class ASA-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, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters Incorporated (in such capacitiescapacity, 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 XBA-3FL, Class XCA-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J, Class V J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers Incorporated (in such capacitiescapacity, 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 October 1December 31, 20132012, 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 March 19April 8, 2014 2013 (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 2013-C9)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 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 ▇▇▇▇▇ Fargo 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated March 26July 30, 2014, between 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 April August 1, 2014, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”)Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan ServicesRialto Capital Advisors, a Division of PNC Bank, National AssociationLLC, as special servicer (the “Special Servicer”), Situs Holdings, Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Citibank, N.A., as trustee (in such capacity, the “Trustee”), and ▇▇▇▇▇ Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, registrar and authenticating agent and custodian (in such capacity, the “Custodian”)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 2014-C15C17, Commercial Mortgage Pass-Through Certificates, Series 2014-C15 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 A1A-1, Class A2A-2, Class ASBA-SB, Class A3A-3, Class A4A-4, Class XAA-5, Class ASX-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, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacities, 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 XBX-B, Class XCX-C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers (in such capacities, 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 October 1, 2013, 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 March 19July 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25July 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 22 Mortgage Loan Schedule 2 Affected Loan(s) 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 7 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 2 Certificates 1 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 Cure Request 18 Purchaser 1 Cure Request 17 Custodian 1 Repurchase Request 20 Custodian 1 Seller 1 22 Defective Mortgage Loan 18 19 Seller 1 Dispute 22 Seller Defeasance Rights and Obligations 21 Dispute 20 24 Excluded Mortgage Loan Special Servicer. 1 Seller Reporting Information 14 15 Final Judicial Determination 21 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 ▇▇▇▇▇ Fargo 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated March 26April 10, 20142015, between CIBC Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 April 1, 20142015, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”)Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company AmericasWilmington Trust, National Association, as trustee (the “Trustee”), and ▇▇▇▇▇ FargoFargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and 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 20142015-C15C22, Commercial Mortgage Pass-Through Certificates, Series 20142015-C15 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 A1A-1, Class A2A-2, Class ASBA-SB, Class A3A-3, Class A4A-4, Class XAX-A, Class ASA-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacities, 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 XB, Class XCX-B, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers (in such capacities, 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 October 1, 2013, 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 March 1930, 2014 2015 (as supplemented by the preliminary private placement memorandum supplement, dated March 25April 6, 20142015, 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 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 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 March 26, 2014, between 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 April 1, 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 special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). 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 2014-C15, Commercial Mortgage Pass-Through Certificates, Series 2014-C15 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized following capitalized terms used herein but not defined herein shall have the respective meanings assigned given to them in the Pooling and Servicing Agreement. The Class A1, Class A2, Class ASB, Class A3, Class A4, Class XA, Class AS, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as respective Sections of this Agreement set forth opposite each of the date hereof (the capitalized terms below: “Underwriting Agreement”), and the Class XB, Class XC, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the ” Preamble “Private Certificates”Alternate Debt Financing” 6.5(d) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”Alternative Acquisition Agreement” 5.3(a) pursuant to a Certificate Purchase Agreement, between Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Capitalization Date” 3.8(a) “Carveout Transaction” 6.19(a) “Certificate Purchase of Merger” 2.2 “Certificates” 2.9(c) “Chosen Courts” 9.10(a) “Closing” 2.3 “Closing Date” 2.3 “Collective Bargaining Agreement”” 3.21(a) “Committed Bidder” 5.3(g) “Company” Preamble “Company Board Recommendation” 3.3(a) “Company Board Recommendation Change” 5.3(c)(i) “Company Breach Notice Period” 8.1(e) “Company Disclosure Letter” Article III “Company Related Parties” 8.3(f)(ii) “Company Restricted Share Consideration” 2.8(a) “Company SEC Reports” 3.10 “Company Securities” 3.8(c) “Company Stockholder Meeting” 6.4(a) “Company Termination Fee” 8.3(b)(i) “Conditional Commitment” 5.3(g) “Confidentiality Agreement” 9.4 “Continuation Period” 6.11(c) “D&O Insurance” 6.10(c) “Debt Commitment Letters” 4.11(a) “Debt Financing” 4.11(a) “DGCL” Recitals “Dissenting Company Shares” 2.7(c)(i) “DTC” 2.9(d) “Effective Time” 2.2 “Electronic Delivery” 9.14 “Employee Plans” 3.20(a) “Equity Commitment Letter” Recitals “Equity Financing” Recitals “Equity Investors” Recitals “ERISA Affiliate” 3.20(a) “Fee Letter” 4.11(a) “Financial Advisor” 3.3(b) “Financing” 4.11(a). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, 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 March 19, 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: Merger Agreement (Del Frisco's Restaurant Group, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 25 Agreement 1 Officer’s Certificate 7 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 17 Purchaser 1 Cure Request 17 16 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 17 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 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 March 26June 5, 2014, between 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 April June 1, 2014, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ FargoFargo Bank”), as master servicer (in such capacity, the “Master Servicer”), Midland Loan ServicesLNR Partners, a Division of PNC Bank, National AssociationLLC, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche and U.S. Bank Trust Company AmericasNational 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”). 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 2014-C15C16, Commercial Mortgage Pass-Through Certificates, Series 2014-C15 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 A1A-1, Class A2A-2, Class ASBA-SB, Class A3A-3, Class A4A-4, Class XAA-5, Class ASX-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, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacities, 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 XBX-B, Class XCX-C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers (in such capacities, 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 October 1, 2013, 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 March 19May 29, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25June 4, 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 20 Mortgage Loans 1 File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Bank of America Lender Successor MOU 26 Agreement 1 Borrower Right 21 Officer’s Certificate 7 ▇6 B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 17 Purchaser 1 Cure Request 17 16 Repurchase Request 20 19 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 17 Seller Reporting Information 14 Final Judicial Determination 21 Dispute 20 Seller’s Information 13 Final Judicial Determination 20 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 ▇▇▇▇▇ Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated March 26as of October 3, 20142012, between CIBC Inc. 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 April October 1, 2014, 2012 between Purchaser, as depositor, ▇W▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”)Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), 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”), U.S. Bank National Association, as trustee (the “Trustee”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). 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 20142012-C15C6, Commercial Mortgage Pass-Through Certificates, Series 20142012-C15 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 A1A-1, Class A2A-2, Class ASBA-3, Class A3A-4, Class A4, Class XA, Class ASA-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, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters Incorporated (in such capacitiescapacity, 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 XBX-A, Class XCX-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J, Class V 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, as initial purchasers Incorporated (in such capacitiescapacity, 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 Prospectus dated October 1September 4, 20132012, 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 March 19September 27, 2014 2012 (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 2012-C6)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 21 Mortgage Loans 1 Affected Loan(s) 18 19 MOU 26 Agreement 1 Officer’s Certificate 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 2 Collateral Information 10 11 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 21 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 22 Dispute 21 Dispute 20 Seller Parties 1 Excluded Mortgage Loan Special Servicer 1 Seller Reporting Information 14 15 Final Judicial Determination 21 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 Underwriters 1 Mortgage File 3 Underwriting Agreement Underwriters 1 Mortgage Loan Schedule 2 ▇▇▇▇▇ Fargo Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated March 26April 10, 20142015, between CIBC Inc. Starwood Mortgage 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 April 1, 20142015, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”)Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company AmericasWilmington Trust, National Association, as trustee (the “Trustee”), and ▇▇▇▇▇ FargoFargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and 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 20142015-C15C22, Commercial Mortgage Pass-Through Certificates, Series 20142015-C15 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 A1A-1, Class A2A-2, Class ASBA-SB, Class A3A-3, Class A4A-4, Class XAX-A, Class ASA-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacities, 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 XB, Class XCX-B, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers (in such capacities, 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 October 1, 2013, 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 March 1930, 2014 2015 (as supplemented by the preliminary private placement memorandum supplement, dated March 25April 6, 20142015, 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 20 Mortgage Loans 1 19 Affected Loan(s) 18 MOU 26 17 Agreement 1 Officer’s Certificate 7 ▇▇▇▇ 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 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 19 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 13 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 ▇▇▇▇▇ Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated March 26as of [__] [__], 201420[__], between CIBC Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 April 1[__], 2014, 20[_] 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 special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas[______], as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo[_________], as custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrarregistrar and authenticating agent, authenticating agent and custodian [_________], as trust advisor (in such capacity, the “CustodianTrust 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 2014-C15Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C15 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 A1[_], Class A2, Class ASB, Class A3, Class A4, Class XA, Class AS, Class B, Class PST [_] and Class C [_] Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, CIBC World Markets Corp. LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters [_____] (in such capacitiescapacity, 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 XB[_], Class XC, Class D, Class E, Class F, Class G, Class H, Class J, Class V [_] and Class R [_] Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers [_____] (in such capacitiescapacity, 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 Prospectus dated October 1[__], 201320[_], 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 March 19[__] [__], 2014 20[__] (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 Capital I Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 25 Agreement 1 Officer’s Certificate 7 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 17 Purchaser 1 Cure Request 17 16 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 17 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 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 March 26, 2014, between CIBC Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 April 1, 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 special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). 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 2014-C15, Commercial Mortgage Pass-Through Certificates, Series 2014-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 A1A-1, Class A2A-2, Class ASBA-SB, Class A3A-3, Class A4A-4, Class XAX-A, Class ASA-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacities, 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 XBX-B, Class XCX-C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers (in such capacities, 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 October 1, 2013, 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 March 19, 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 20 Mortgage Loans 1 22 Accountants’ Due Diligence Report 16 Affected Loan(s) 18 MOU 26 20 Agreement 1 Officer’s Certificate 7 ▇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 Preliminary Memorandum 1 Preliminary Memorandum 2 Certificates Prospectus 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 22 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 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 ▇▇▇▇▇ Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated March 26, 2014[DATE, between CIBC Inc. [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 April 1, 2014[DATE], between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”)[MASTER SERVICER], as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association[SPECIAL SERVICER], as special servicer (the “Special Servicer”), Situs Holdings, LLC[OPERATING ADVISOR], as trust operating advisor (the “Trust Operating Advisor”), Deutsche Bank Trust Company Americas[TRUSTEE], as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo[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”), [CERTIFICATE REGISTRAR], as certificate registrar (the “Certificate 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 2014-C15, Commercial Mortgage Pass-Through Certificates, Series 2014-C15 [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 A1, Class A2, Class ASB, Class A3, Class A4, Class XA, Class AS, Class B, Class PST and Class C [PUBLICLY OFFERED CLASSES] Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC[UNDERWRITERS], as underwriters (in such capacities, 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 XB, Class XC, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R [PRIVATELY OFFERED CLASSES] Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated[INITIAL PURCHASERS], as initial purchasers (in such capacities, 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 October 1, 2013, 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 March 19, 2014 [DATE] (as supplemented by the preliminary private placement memorandum supplement, dated March 25, 2014[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 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) 18 Bank of America Lender Successor Borrower Right 23 MOU 26 Agreement 1 Officer’s Certificate 7 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 2 Certificates 1 Private Certificates 1 Closing Date 2 Preliminary Prospectus Supplement 1 Collateral Information 10 Public 11 Private Certificates 1 Crossed Mortgage Loans 18 Purchaser 20 Prospectus 1 Cure Request 17 Repurchase Request 20 18 Public Certificates 1 Custodian 1 Seller Purchaser 1 Defective Mortgage Loan 18 19 Repurchase Request 22 Dispute 22 Seller Defeasance Rights and Obligations 21 Dispute 20 1 Final Judicial Determination 23 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 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 ▇▇▇▇▇ Fargo 1 Mortgage Loan Purchase Agreement (“"Agreement”"), dated March 26, 2014[DATE, between CIBC Inc. [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 April 1, 2014[DATE], between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”)[MASTER SERVICER], as master servicer (in such capacity, the “"Master Servicer”"), Midland Loan Services, a Division of PNC Bank, National Association[SPECIAL SERVICER], as special servicer (the “"Special Servicer”"), Situs Holdings, LLC[OPERATING ADVISOR], as trust operating advisor (the “Trust "Operating Advisor”"), Deutsche Bank Trust Company Americas[TRUSTEE], as trustee (the “"Trustee”"), and ▇▇▇▇▇ Fargo[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 [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 2014-C15, Commercial Mortgage Pass-Through Certificates, Series 2014-C15 [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 A1, Class A2, Class ASB, Class A3, Class A4, Class XA, Class AS, Class B, Class PST and Class C [PUBLICLY OFFERED CLASSES] Certificates (the “"Public Certificates”") will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC[UNDERWRITERS], as underwriters (in such capacities, 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 XB, Class XC, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R [PRIVATELY OFFERED CLASSES] Certificates (the “"Private Certificates”") will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated[INITIAL PURCHASERS], as initial purchasers (in such capacities, 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 October 1, 2013, 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 March 19, 2014 [DATE] (as supplemented by the preliminary private placement memorandum supplement, dated March 25, 2014[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 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 25 Agreement 1 Officer’s Certificate 7 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 17 Purchaser 1 Cure Request 17 16 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 17 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 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 March 26January 30, 2014, between CIBC Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 April February 1, 2014, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”), as master servicer (in such capacity, the “Master Servicer”), Midland Loan ServicesRialto Capital Advisors, a Division of PNC Bank, National AssociationLLC, as special servicer (the “Special Servicer”), Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Deutsche U.S. Bank Trust Company AmericasNational Association, as trustee (the “Trustee”), and ▇▇▇▇▇ Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). 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 2014-C15C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C15 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 A1A-1, Class A2A-2, Class ASBA-SB, Class A3A-3, Class A4A-4, Class XAA-5, Class ASX-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, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters LLC (in such capacitiescapacity, 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 XBX-B, Class XCX-C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers Incorporated (in such capacitiescapacity, 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 October 1, 2013, 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 March 19January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25January 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 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 7 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 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 March 26October 10, 20142013, between 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 April October 1, 2014, 2013 between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”)Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche U.S. Bank Trust Company AmericasNational Association, as trustee (the “Trustee”), and ▇▇▇▇▇ FargoFargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Trimont 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 2014-C152013-C12, Commercial Mortgage Pass-Through Certificates, Series 2014-C15 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 A1A-1, Class A2A-2, Class ASBA-SB, Class A3A-3, Class A4A-4, Class XAX-A, Class ASA-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Incorporated and CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitiescapacity, 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 XB, Class XCX-C, Class D, Class E, Class F, Class G, Class H, Class J, Class V H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as initial purchasers Incorporated (in such capacitiescapacity, 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 October 1, 2013, 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 March 19October 2, 2014 2013 (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 2013-C12)