INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), (b) that certain Promissory Note A-5, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA (together with its successors in interest, “GS Bank”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO H▇▇▇▇▇ Bank N.A. (together with its successors in interest, “BMO H▇▇▇▇▇”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO H▇▇▇▇▇ such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
Appears in 9 contracts
Sources: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made ▇▇▇▇▇ Fargo Bank, National Association (together with its successors-in-interest, “WFB”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA (together with its successors-in-interest, “GS Bank”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. (together with its successors-in-interest, “MSBNA” and, together with WFB and GS Bank, the “Lenders”) co-originated a five-year, fixed-rate, interest-only mortgage loan (the “Whole Loan”) pursuant to that certain fixed rate loan in Loan Agreement, dated as of the original Origination Date (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Lenders, as lenders thereunder, and the entity set forth therein (together with its successors-in-interest and permitted assigns, the “Borrower”). The Whole Loan consists of (a) a portion that has an unpaid principal amount balance as of the Cut-off Date of $800,000,000 875,000,000 (the “Mortgage Loan”), and is evidenced by the following promissory notes: notes designated as Note A-1-1, Note A-1-2, Note A-1-3, Note B-1-1, Note B-1-2 and Note B-1-3 (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Note A-4Trust Notes”), and (b) portions that certain Promissory have an aggregate unpaid principal balance as of the Cut-off Date of $150,000,000 (the “Companion Loans”), and are evidenced by the promissory notes designated as Note A-2-1, Note A-2-2, Note A-2-3, Note A-3-1, Note A-3-2, Note A-3-3, Note A-4-1, Note A-4-2, Note A-5, dated November 26, 2019 in -1 (the original principal amount of $200,000 made by the Borrower in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA (together with its successors in interest, “GS BankOriginal Note A-5-1”) and Note A-5-2 (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Original Companion Notes”). On or before the date hereof, WFB, as the initial holder of Original Note A-5”)-1, (c) that certain Promissory severed the Original Note A-6A-5-1 into two component promissory notes, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. Note A-5-1-1 and Note A-5-1-2 (together with its successors in interestthe Original Companion Notes, “BCREI”) (such promissory note, and as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Note A-6Companion Notes”); . The Trust Notes and the Companion Notes are collectively referred to herein as the “Notes” and, each, as a “Note”. For purposes of calculating interest and other amounts payable on the Whole Loan, each Note was divided into components (d) that certain Promissory Note A-7each, dated November 26a “Component” and, 2019 in collectively, the original principal amount of $200,000 made by the Borrower in favor of BMO H▇▇▇▇▇ Bank N.A. (together with its successors in interest, “BMO H▇▇▇▇▇Components”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (efollows: Component(1) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of Initial Component Balance Corresponding Notes Component A $85,280,000 made by the Borrower (as defined below561,888,076(2) in favor of CREFISenior Trust Notes and Non-Trust Notes Component B $98,829,617(3) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (fComponent C-1 $57,882,307(4) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of Component C-2 $42,640,000 made by the Borrower in favor of GS Bank17,000,000 B Notes Component(1) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of Initial Component Balance Corresponding Notes Component D $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of 105,400,000 Component E $42,640,000 made by the Borrower in favor of BMO H▇▇▇▇▇ such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of 140,250,000 Component HRR $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise43,750,000
Appears in 4 contracts
Sources: Trust and Servicing Agreement (Bank5 2025-5yr16), Trust and Servicing Agreement (Benchmark 2025-V16 Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5)
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate interest-only commercial mortgage loan in the original principal amount of $800,000,000 1,160,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made was co-originated by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (“CREFI”), Bank of America, N.A. (“BANA”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“MSMCH”), Bank of Montreal (“BMO”), Royal Bank of Canada (“RBC”) and UBS AG New York Branch (“UBS AG” and, collectively with CREFI, BANA, MSMCH, BMO and RBC, in the capacity described in this sentence, together with its their respective successors in interest, the “CREFIOriginators”) pursuant to that certain Loan Agreement, dated as of June 26, 2025 (such loan agreement, as the same has been to the date hereof, and may hereafter be further amended, restated, supplemented or otherwise modified, the “Mortgage Loan Agreement”), by and between the Originators, as lenders, and the entities listed on Exhibit A to the Mortgage Loan Agreement, as borrowers (collectively, with each other and their respective successors and assigns in such capacity under the Mortgage Loan Agreement and the other Mortgage Loan Documents, the “Borrowers”; and, each a “Borrower”). The Mortgage Loan is evidenced by thirty-six (36) separate componentized promissory notes, each dated the Origination Date, and each made by the Borrowers in favor of the applicable Originator set forth in the tables below (such promissory notenotes, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified (including, in each such case, any New Notes (as defined in the Co-Lender Agreement), the “Notes”, and each, a “Note”). The Notes are comprised of (i) twenty-four (24) senior notes (the “Senior Notes”), twelve (12) of which will be contributed to the Trust on the Closing Date (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Note A-4”), (b) that certain Promissory Note A-5, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA (together with its successors in interest, “GS BankSenior Trust Notes”) and twelve (such promissory note, 12) of which will not be assets of the Trust (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREICompanion Loan Notes”) and (such promissory note, ii) twelve (12) junior notes which will be contributed to the Trust on the Closing Date (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Note A-6Junior Trust Notes”); . The Senior Trust Notes consist of the following twelve (d12) that certain Promissory Note A-7, dated November 26, 2019 promissory notes in the original aggregate principal amount of $200,000 made 522,200,000, originated by the Borrower respective Originators in favor the respective initial principal amounts and with the initial note designations as set forth in the table below: Note A-1 (Non-Florida) CREFI $179,283,865 Note A-1 (Florida) CREFI $29,596,135 Note A-2 (Non-Florida BANA $76,836,583 Note A-2 (Florida) BANA $12,684,164 Note A-3 (Non-Florida) MSMCH $76,836,583 Note A-3 (Florida) MSMCH $12,684,164 Note A-4 (Non-Florida) BMO $38,417,544 Note A-4 (Florida) BMO $6,341,958 Note A-5 (Non-Florida) RBC $38,417,544 Note A-5 (Florida) RBC $6,341,958 Note A-6 (Non-Florida) UBS AG $38,417,544 Note A-6 (Florida) UBS AG $6,341,958 The Junior Trust Notes consist of the following twelve (12) promissory notes in the aggregate principal amount of $412,800,000, originated by the respective Originators in the respective initial principal amounts and with the initial note designations as set forth in the table below: Note B-1 (Non-Florida) CREFI $141,724,203 Note B-1 (Florida) CREFI $23,395,797 Note B-2 (Non-Florida) BANA $60,739,451 Note B-2 (Florida) BANA $10,026,853 Note B-3 (Non-Florida) MSMCH $60,739,451 Note B-3 (Florida) MSMCH $10,026,853 Note B-4 (Non-Florida) BMO H▇▇▇▇▇ Bank N.A. $30,369,135 Note B-4 (Florida) BMO $5,013,329 Note B-5 (Non-Florida) RBC $30,369,135 Note B-5 (Florida) RBC $5,013,329 Note B-6 (Non-Florida) UBS AG $30,369,135 Note B-6 (Florida) UBS AG $5,013,329 The Companion Loan Notes consist of the following twelve (12) promissory notes in the aggregate principal amount of $225,000,000, originated by the respective Originators in the respective initial principal amounts and with the initial note designations as set forth in the table below: Note A-7 (Non-Florida) CREFI $77,247,931 Note A-7 (Florida) CREFI $12,752,069 Note A-8 (Non-Florida BANA $33,106,532 Note A-8 (Florida) BANA $5,465,218 Note A-9 (Non-Florida) MSMCH $33,106,532 Note A-9 (Florida) MSMCH $5,465,218 Note A-10 (Non-Florida) BMO $16,552,944 Note A-10 Florida) BMO $2,732,556 Note A-11 (Non-Florida) RBC $16,552,944 Note A-11 (Florida) RBC $2,732,556 Note A-12 (Non-Florida) UBS AG $16,552,944 Note A-12 (Florida) UBS AG $2,732,556 Each of the Senior Trust Notes and the Junior Trust Notes is referred to herein as a “Trust Note” or a “Trust Loan Note” and are collectively referred to herein as the “Trust Notes” or the “Trust Loan Notes”. The portion of the Mortgage Loan evidenced by the Trust Notes is referred to herein as the “Trust Loan”. The portion of the Mortgage Loan evidenced by each Companion Loan Note is referred to herein as a “Companion Loan” and are collectively referred to herein as the “Companion Loans”. As of the Closing Date, the aggregate outstanding principal balance of the Trust Loan is $935,000,000, the aggregate outstanding principal balance of the Companion Loans is $225,000,000, and the aggregate outstanding principal amount of the Mortgage Loan is $1,160,000,000. The Trust Loan was sold and assigned by CREFI, BANA, MSMCH, BMO, RBC and UBS AG (collectively, in the capacity described in this sentence, together with its their respective successors in interest, the “Loan Sellers”) to the Depositor pursuant to: (i) in the case of the portion of the Trust Loan evidenced by Note A-1 (Non-Florida), Note A-1 (Florida), Note B-1 (Non-Florida) and Note B-1 (Florida), that certain Trust Loan Purchase Agreement, dated as of the Closing Date (the “CREFI Trust Loan Purchase Agreement”), by and between CREFI and the Depositor; (ii) in the case of the portion of the Trust Loan evidenced by Note A-2 (Non-Florida), Note A-2 (Florida), Note B-2 (Non-Florida) and Note B-2 (Florida), that certain Trust Loan Purchase Agreement, dated as of the Closing Date (the “BANA Trust Loan Purchase Agreement”), by and between BANA and the Depositor; (iii) in the case of the portion of the Trust Loan evidenced by Note A-3 (Non-Florida), Note A-3 (Florida), Note B-3 (Non-Florida) and Note B-3 (Florida), that certain Trust Loan Purchase Agreement, dated as of the Closing Date (the “MSMCH Trust Loan Purchase Agreement”), by and between MSMCH and the Depositor; (iv) in the case of the portion of the Trust Loan evidenced by Note A-4 (Non-Florida), Note A-4 (Florida), Note B-4 (Non-Florida) and Note B-4 (Florida), that certain Trust Loan Purchase Agreement, dated as of the Closing Date (the “BMO H▇▇▇▇▇Trust Loan Purchase Agreement”), by and between BMO and the Depositor; (v) in the case of the portion of the Trust Loan evidenced by Note A-5 (such promissory noteNon-Florida), Note A-5 (Florida), Note B-5 (Non-Florida) and Note B-5 (Florida), that certain Trust Loan Purchase Agreement, dated as of the Closing Date (the “RBC Trust Loan Purchase Agreement”), by and between RBC and the Depositor; and (vi) in the case of the portion of the Trust Loan evidenced by Note A-6 (Non-Florida), Note A-6 (Florida), Note B-6 (Non-Florida) and Note B-6 (Florida), that certain Trust Loan Purchase Agreement, dated as of the Closing Date (the “UBS AG Trust Loan Purchase Agreement”), by and between UBS AG and the Depositor. The CREFI Trust Loan Purchase Agreement, the BANA Trust Loan Purchase Agreement, the MSMCH Trust Loan Purchase Agreement, the BMO Trust Loan Purchase Agreement, the RBC Trust Loan Purchase Agreement and the UBS AG Trust Loan Purchase Agreement are each referred to herein as a “Trust Loan Purchase Agreement” and, collectively, as the same may hereafter “Trust Loan Purchase Agreements”. The Depositor has, in turn, transferred the Trust Loan to the Trust pursuant to this Agreement. In exchange for the Trust Loan, the Trust shall issue to or at the direction of the Depositor the Class A, Class B, Class C, Class D, Class E, Class F, Class HRR, Class ELP and Class R Certificates, which in the aggregate will evidence the entire beneficial interest in the Trust Fund. As provided for herein, the Certificate Administrator shall elect or shall cause elections to be amendedmade to treat designated portions of the Trust Fund (excluding the Excess Liquidation Proceeds Option) for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC” and, restatedeach, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, a “Note A-7REMIC”); . The Class A, Class B, Class C, Class D, Class E, Class F and Class HRR Certificates (ecollectively, the “Regular Certificates”) that certain Promissory Note B-1, dated November 26, 2019 represent “regular interests” in the original Upper-Tier REMIC. The Class LA, Class LB, Class LC, Class LD, Class LE, Class LF and Class LHRR Uncertificated Interests (collectively, the “Uncertificated Lower-Tier Interests”) represent “regular interests” in the Lower-Tier REMIC. The Class R Certificates will evidence the sole Class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. For the purpose of computing interest payable from time to time on the principal amount of $85,280,000 made by the Borrower (as defined below) in favor Mortgage Loan and certain other computations, the principal balance of CREFI) (such promissory note, as the Mortgage Loan is divided into the following seven Mortgage Loan Components: Mortgage Loan Component A; Mortgage Loan Component B; Mortgage Loan Component C; Mortgage Loan Component D; Mortgage Loan Component E; Mortgage Loan Component F and Mortgage Loan Component HRR. Each Class of Principal Balance Certificates corresponds to the Related Mortgage Loan Component that has the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 alphabetical designation as set forth in the original table below. Set forth below is the initial Certificate Balance of each Class of Principal Balance Certificates, the Related Mortgage Loan Component, and the principal amount balance of such Mortgage Loan Component as of the Closing Date: Class A $42,640,000 made by the Borrower in favor of GS Bank423,100,000 Mortgage Loan Component A $605,400,843 (1) Class B $47,800,000 Mortgage Loan Component B $68,395,557 (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g2) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of Class C $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h51,300,000 Mortgage Loan Component C $73,403,600(3) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of Class D $42,640,000 made by the Borrower in favor of BMO H▇▇▇▇▇ such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of 96,800,000 Mortgage Loan Component D $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise96,800,000 Class E $165,100,000 Mortgage Loan Component E $165,100,000 Class F $104,150,000 Mortgage Loan Component F $104,150,000 Class HRR $46,750,000 Mortgage Loan Component HRR $46,750,000
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Benchmark 2025-V16 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2025-5c36)
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 300,000,000 (the “Mortgage Loan”), that as of the Closing Date is evidenced by the following promissory notes: (a) that certain Promissory Note A-4A-1, dated November 26February 4, 2019 2022 in the original principal amount of $400,000 22,600,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. Bank of Montreal (together with its successors in interest, “CREFIBMO”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1”); (b) that certain Promissory Note A-2, dated February 4, 2022 in the original principal amount of $22,600,000 made by the Borrower in favor of Starwood Mortgage Capital LLC (together with its successors in interest, “SMC”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2”); (c) that certain Promissory Note A-3, dated February 4, 2022 in the original principal amount of $20,000,000.00 made by the Borrower in favor of BMO (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-3”); (d) that certain Promissory Note A-4, dated February 4, 2022 in the original principal amount of $20,000,000.00 made by the Borrower in favor of BMO (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), ; (be) that certain Promissory Note A-5, dated November 26February 4, 2019 2022 in the original principal amount of $200,000 13,900,000.00 made by the Borrower in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA (together with its successors in interest, “GS Bank”) SMC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), ; (cf) that certain Promissory Note A-6, dated November 26February 4, 2019 2022 in the original principal amount of $200,000 13,900,000.00 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) SMC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (dg) that certain Promissory Note A-7B-1, dated November 26February 4, 2019 2022 in the original principal amount of $200,000 88,500,000.00 made by the Borrower in favor of BMO H▇▇▇▇▇ Bank N.A. (together with its successors in interest, “BMO H▇▇▇▇▇”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (fg) that certain Promissory Note B-2, dated November 26February 4, 2019 2022 in the original principal amount of $42,640,000 88,500,000.00 made by the Borrower in favor of GS Bank) SMC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”; and each of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5, Note A-6, Note B-1 and Note B-2, a “Note”, and together, the “Notes”); . The Mortgage Loan was originated by BMO (gacting through its Chicago branch) and SMC pursuant to that certain Promissory Note B-3Loan Agreement, dated November 26as of February 4, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI 2022 (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the “Note B-3Mortgage Loan Agreement”); , by and between BMO and SMC as lender, and Broadway 26 Waterview LLC, as borrower (h) that certain Promissory Note B-4together with its permitted successors and assigns in such capacity under the Mortgage Loan Agreement and the other Mortgage Loan Documents, dated November 26the “Borrower”). As of the Cut-off Date, 2019 in the original outstanding principal balance of the Trust Loan is $222,200,000, the aggregate outstanding principal balance of the Companion Loans is $67,800,000, and the outstanding principal amount of the Mortgage Loan is $42,640,000 made by the Borrower in favor of BMO H▇▇▇▇▇ such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise290,000,000.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate commercial mortgage loan in the original principal amount of $800,000,000 500,000,000 (the “Mortgage Loan”), evidenced by the following five componentized promissory notes: , consisting of (a) that certain Promissory Note A-4three promissory notes, dated November 26February 7, 2019 2025 in the aggregate original principal amount of $400,000 400,000,000, made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory notenotes, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4CREFI Notes”), and (b) that certain Promissory Note A-5two promissory notes, dated November 26February 7, 2019 2025 in the aggregate original principal amount of $200,000 100,000,000, made by the Borrower in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA JPMorgan Chase Bank, National Association (together with its successors in interest, “GS BankJPMCB”) (such promissory notenotes, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5JPMCB Notes”, and together with CREFI Notes, each a “Note” and, collectively, the “Notes”). The Mortgage Loan was originated by CREFI and JPMCB pursuant to that certain Loan Agreement, dated as of February 7, 2025 (such loan agreement, as the same has been to the date hereof, and may hereafter be further, amended, restated, supplemented or otherwise modified, the “Mortgage Loan Agreement”), by and between CREFI and JPMCB, as lenders, and ▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇ Owner LLC, as borrower (c) that certain Promissory Note A-6the “Borrower”). As of the Closing Date, dated November 26the aggregate outstanding principal balance of the Trust Loan was $435,000,000, 2019 in the original aggregate outstanding principal balance of the Companion Loan was $65,000,000, and the outstanding principal amount of the Mortgage Loan was $200,000 made 500,000,000. Note A-1 and Note A-4 are each referred to herein as a “Trust Note” or a “Trust Loan Note” and are collectively referred to herein as the “Trust Notes” or the “Trust Loan Notes”. The portion of the Mortgage Loan evidenced by the Borrower Trust Notes is referred to herein as the “Trust Loan”. Note A-2, Note A-3 and Note A-5 are each referred to herein as a “Component Loan Note” and are collectively referred to herein as the “Companion Loan Notes”. The portion of the Mortgage Loan evidenced by the Companion Loan Notes is referred to herein as the “Companion Loan”. The Trust Loan was sold and assigned by CREFI and JPMCB to the Depositor pursuant to: (i) in favor the case of Barclays Capital Real Estate Inc. the portion of the Trust Loan evidenced by Note A-1, that certain Trust Loan Purchase Agreement, dated as of February 13, 2025 (together with its successors the “CREFI Trust Loan Purchase Agreement”), by and between CREFI and the Depositor; and (ii) in interestthe case of the portion of the Trust Loan evidenced by Note A-4, that certain Trust Loan Purchase Agreement, dated as of February 13, 2025 (the “BCREIJPMCB Trust Loan Purchase Agreement”) ), by and between JPMCB and the Depositor. The CREFI Trust Loan Purchase Agreement and the JPMCB Trust Loan Purchase Agreement are each referred to herein as a “Trust Loan Purchase Agreement” and, collectively, as the “Trust Loan Purchase Agreements”. The respective rights and obligations of the holders of the Notes are governed by the terms and provisions of that certain Agreement Between Noteholders, dated as of the Origination Date (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the “Note A-6Co-Lender Agreement”); (d) that certain Promissory Note A-7, dated November 26by and between CREFI, 2019 as initial holder of the CREFI Notes, and JPMCB, as initial holder of the JPMCB Notes. The Depositor has, in turn, transferred the Trust Loan to the Trust pursuant to this Agreement. In exchange for the Trust Loan, the Trust shall issue to or at the direction of the Depositor the Class A, Class B, Class C, Class HRR, Class ELP and Class R Certificates, which in the original aggregate will evidence the entire beneficial interest in the Trust Fund. As provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund (excluding the Excess Liquidation Proceeds Option) for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC” and, each, a “REMIC”). The Class A, Class B, Class C and Class HRR Certificates (collectively, the “Regular Certificates”) represent “regular interests” in the Upper-Tier REMIC. The Class LA, Class LB, Class LC and Class LHRR Uncertificated Interests (collectively, the “Uncertificated Lower-Tier Interests”) represent “regular interests” in the Lower-Tier REMIC. The Class R Certificates will evidence the sole Class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. For the purpose of computing interest payable from time to time on the principal amount of $200,000 made the Trust Loan and certain other computations, the principal balance of the Trust Loan is divided into the following four Trust Loan Components: Trust Loan Component A; Trust Loan Component B; Trust Loan Component C; and Trust Loan Component HRR. Each Class of Principal Balance Certificates corresponds to the Trust Loan Component that has the same alphabetical designation. Each Class of Principal Balance Certificates has an initial Certificate Balance equal to the principal balance as of the Closing Date of the corresponding Trust Loan Component. The Trust Fund consists principally of the Trust Notes and, insofar as they evidence, secure, guarantee or otherwise relate to the Trust Loan, the Mortgage and the related Mortgage Loan Documents. The Depositor intends to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities laws. The respective Classes of Regular Certificates shall evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Borrower in favor of BMO H▇▇▇▇▇ Bank N.A. Class R Certificates. The following table sets forth the class designation, the Pass-Through Rate and the initial Certificate Balance (together with its successors in interest, the “BMO H▇▇▇▇▇Initial Certificate Balance”) (such promissory notefor each Class of Regular Certificates and the Class UT-R Interest, as which comprise the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 interests in the original principal amount Upper-Tier REMIC created hereunder: Class A 5.66371%(2) $310,500,000 Class B 5.92781%(2) $56,900,000 Class C 6.17213%(2) $45,400,000 Class HRR 9.26541%(2) $22,200,000 Class UT-R(3) N/A N/A (1) Interest will be calculated on the Principal Balance Certificates on a 30/360 Basis. (2) Represents the approximate initial related Pass-Through Rate. For any Distribution Date, the Pass-Through Rate on each Class of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (Principal Balance Certificates will be a per annum rate equal to the Adjusted Net Component Rate for the Related Trust Loan Component for such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO H▇▇▇▇▇ such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwiseDistribution Date.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2025-Bnk49), Trust and Servicing Agreement (BMO 2025-C11 Mortgage Trust)
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 350,000,000 (the “Mortgage Loan”), that as of the Closing Date is evidenced by the following promissory notes: (a) that certain Promissory Note A-4A-1, dated November March 26, 2019 2021 in the original principal amount of $400,000 50,971,429 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4A-1”), ; (b) that certain Promissory Note A-5A-2, dated November March 26, 2019 2021 in the original principal amount of $200,000 34,142,857 made by the Borrower in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA of America, N.A. (together with its successors in interest, “GS BankBANA”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5A-2”), ; (c) that certain Promissory Note A-6A-3, dated November March 26, 2019 2021 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 50,485,714 made by the Borrower in favor of BMO H▇▇▇▇▇▇ Bank N.A. (together with its successors in interest, “BMO H▇▇▇▇▇▇”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7A-3”); (d) that certain Promissory Note A-4, dated March 26, 2021 in the original principal amount of $50,000,000 made by the Borrower in favor of CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”); (e) that certain Promissory Note B-1A-5, dated November March 26, 2019 2021 in the original principal amount of $85,280,000 50,000,000 made by the Borrower (as defined below) in favor of CREFIBANA (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”); (f) that certain Promissory Note B-1, dated March 26, 2021 in the original principal amount of $49,028,571 made by the Borrower in favor of CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (fg) that certain Promissory Note B-2, dated November March 26, 2019 2021 in the original principal amount of $42,640,000 40,857,143 made by the Borrower in favor of GS Bank) BANA (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); and (gh) that certain Promissory Note B-3, dated November March 26, 2019 2021 in the original principal amount of $42,640,000 24,514,286 made by the Borrower in favor of BCREI BMO ▇▇▇▇▇▇ (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”; and each of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4, Note A-5, Note B-1, Note B-2 and Note B-3, a “Note”, and together, the “Notes”); (h) that certain Promissory Note B-4. The Mortgage Loan was originated by CREFI, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BANA and BMO H▇▇▇▇▇▇ such promissory notepursuant to that certain Loan Agreement, dated as of March 26, 2021 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the “Note B-4Mortgage Loan Agreement”); , by and between CREFI, BANA and BMO ▇▇▇▇▇▇ as lender, and 909 Third Company, L.P., as borrower (i) that certain Promissory Note A-1together with its permitted successors and assigns in such capacity under the Mortgage Loan Agreement and the other Mortgage Loan Documents, the “Borrower”). As of the Cut-1off Date, dated November 26the outstanding principal balance of the Trust Loan is $250,000,000, 2019 in the original aggregate outstanding principal balance of the Companion Loans is $100,000,000, and the outstanding principal amount of the Mortgage Loan is $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise350,000,000.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 298,000,000 (the “Mortgage Loan”), that as of the Closing Date is evidenced by the following promissory notes: (a) that certain Promissory Note A-4A-1, dated November 26October 30, 2019 2020 in the original principal amount of $400,000 156,900,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4A-1”), ; (b) that certain Promissory Note A-5A-2, dated November 26October 30, 2019 2020 in the original principal amount of $200,000 60,000,000 made by the Borrower in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA (together with its successors in interest, “GS Bank”) CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6A-2”); and (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO H▇▇▇▇▇ Bank N.A. (together with its successors in interest, “BMO H▇▇▇▇▇”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (ec) that certain Promissory Note B-1, dated November 26October 30, 2019 2020 in the original principal amount of $85,280,000 81,100,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); . Note ▇-▇, ▇▇▇▇ ▇-▇, and Note B-1 (fincluding in each such case any New Notes (as defined in the Co-Lender Agreement referred to below) or other amended and restated or additional promissory notes issued in replacement thereof) are collectively referred to herein as the “Notes”, and each as a “Note”. The Mortgage Loan was originated by CREFI pursuant to that certain Promissory Note B-2Loan Agreement, dated November 26as of October 30, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) 2020 (such promissory noteloan agreement, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the “Note B-2Mortgage Loan Agreement”); , by and between CREFI, as lender, and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ LLC, as borrower (gtogether with its successors and assigns in such capacity under the Mortgage Loan Agreement and the other Mortgage Loan Documents, the “Borrower”). Note A-1 is also referred to herein as the “Senior Trust Note”. Note B-1 is also referred to herein as the “Junior Trust Note”. Each of the Senior Trust Note and the Junior Trust Note is referred to herein as a “Trust Note” or a “Trust Loan Note” and are collectively referred to herein as the “Trust Notes” or the “Trust Loan Notes”. The portion of the Mortgage Loan evidenced by the Trust Notes is referred to herein as the “Trust Loan”. Any Note that is not a Trust Note is referred to herein as a “Companion Loan Note”. The portion of the Mortgage Loan evidenced by each Companion Loan Note is referred to herein as a “Companion Loan”. The Senior Trust Note and the Companion Loan Note(s) that certain Promissory Note B-3are collectively referred to herein as the “Senior Notes” and each as a “Senior Note”. As of the Cut-off Date, dated November 26the aggregate outstanding principal balance of the Trust Loan is $238,000,000, 2019 in the original aggregate outstanding principal balance of the Companion Loan is $60,000,000, and the aggregate outstanding principal amount of the Mortgage Loan is $42,640,000 made 298,000,000. The Trust Loan was sold and assigned by CREFI to the Depositor pursuant to that certain Trust Loan Purchase Agreement, dated as of November 6, 2020 (the “Trust Loan Purchase Agreement”), by and between CREFI and the Depositor. The respective rights and obligations of the holders of the Notes are governed by the Borrower in favor terms and provisions of BCREI that certain Agreement Between Noteholders, dated as of the Closing Date (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the “Note B-3Co-Lender Agreement”); (h) that certain Promissory , by and between CREFI, as initial holder of Note B-4A-1, dated November 26CREFI, 2019 as initial holder of Note A-2, CREFI, as initial holder of Note B-1, and CREFI, as initial agent. The Depositor has, in turn, transferred the Trust Loan to the Trust pursuant to this Agreement. In exchange for the Trust Loan, the Trust shall issue to or at the direction of the Depositor the Class A, Class X, Class B, Class C, Class D, Class E, Class HRR and Class R Certificates, which in the original principal amount aggregate will evidence the entire beneficial interest in the Trust Fund. As provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of $42,640,000 made the Trust Fund for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, respectively, and each, a “REMIC”). The Class A, Class X, Class B, Class C, Class D, Class E and Class HRR Certificates represent “regular interests” in the Upper-Tier REMIC. The Class LA, Class LB, Class LC, Class LD, Class LE and Class LHRR Uncertificated Interests represent “regular interests” in the Lower-Tier REMIC. The Class R Certificates will evidence the sole class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. The Trust Fund consists principally of the Trust Notes and, insofar as they evidence, secure, guarantee or otherwise relate to the Trust Loan, the Mortgage and the related Mortgage Loan Documents. The Depositor intends to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities laws. The Class A, Class X, Class B, Class C, Class D, Class E and Class HRR Certificates shall evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Borrower in favor of BMO H▇▇▇▇▇ such promissory noteClass R Certificates. The following table sets forth the class designation, the approximate initial Pass-Through Rate and the initial Certificate Balance (the “Initial Certificate Balance”) or Notional Amount (the “Initial Notional Amount”), as applicable, for each Class of Regular Certificates and the same may hereafter be amendedClass UT-R Interest, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 which comprise the interests in the original principal amount of Upper-Tier REMIC created hereunder: Class A 2.45600%(2) $50,000,000 made by the Borrower (as defined below120,731,000 Class X 0.80131%(3) in favor of CREFI$139,539,000(4) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwiseClass B 2.86000%(2) $18,808,000 Class C 3.31177%(5) $17,361,000 Class D 3.31177%(5) $28,500,000 Class E 3.31177%(5) $37,150,000 Class HRR 3.31177%(5) $15,450,000 Class UT-R(6) N/A(6) N/A(6)
Appears in 1 contract
Sources: Trust and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), (b) that certain Promissory Note A-5, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of G▇▇▇▇▇▇▇ S▇▇▇▇▇ Bank USA (together with its successors in interest, “GS Bank”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO H▇▇▇▇▇▇ Bank N.A. (together with its successors in interest, “BMO H▇▇▇▇▇▇”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO H▇▇▇▇▇▇ such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
Appears in 1 contract
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2020-C7)
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 400,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4A-1, dated November 26February 18, 2019 2020 in the original principal amount of $400,000 213,400,000 made by the Borrower Borrowers (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4A-1”), (b) that certain Promissory Note A-5B, dated November 26February 18, 2019 2020 in the original principal amount of $200,000 136,600,000 made by the Borrower Borrowers in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA (together with its successors in interest, “GS Bank”) CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5B”), (c) that certain Promissory Note A-6A-2, dated November 26February 18, 2019 2020 in the original principal amount of $200,000 30,000,000 made by the Borrower Borrowers in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6A-2”); , and (d) that certain Promissory Note A-7A-3, dated November 26February 18, 2019 2020 in the original principal amount of $200,000 20,000,000 made by the Borrower Borrowers in favor of BMO H▇▇▇▇▇ Bank N.A. (together with its successors in interest, “BMO H▇▇▇▇▇”) CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7A-3”); (e) . The Mortgage Loan was originated by CREFI pursuant to that certain Promissory Note B-1Mortgage Loan Agreement, dated November 26as of December 12, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory noteloan agreement, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split supplemented or otherwise modified, the “Note B-1Mortgage Loan Agreement”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO Hand between ▇▇▇ ▇▇▇▇▇ such promissory note▇▇▇▇▇▇ LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ II LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ TRS LLC and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ CF LLC, each a Delaware limited liability company, as borrowers (collectively with each other and with their respective successors and permitted assigns in such capacity under the same may hereafter be amendedMortgage Loan Agreement and the other Loan Documents (as defined in the Mortgage Loan Agreement), restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Note B-4Borrowers”); (i) that certain Promissory Note A-1-1, dated November 26and CREFI, 2019 in as lender. As of the original Closing Date, the aggregate outstanding principal balance of the Trust Loan is $350,000,000, the aggregate outstanding principal balance of the Companion Loans is $50,000,000, and the aggregate outstanding principal amount of the Mortgage Loan is $50,000,000 made 400,000,000. Note A-1 is referred to herein as the “Senior Trust Note”. Note B is referred to herein as the “Junior Trust Note”. Each of the Senior Trust Note and the Junior Trust Note are referred to herein as a “Trust Note” or a “Trust Loan Note”. The portion of the Mortgage Loan evidenced by the Borrower (as defined below) in favor of CREFI) (such promissory note, Trust Notes is referred to herein as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise“Trust Loan”. Note A-2 and Note A-3
Appears in 1 contract
Sources: Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)