Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15, 2024. Certificates: BBCMS Mortgage Trust 2024-5C25, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 Class A-1 $821,000 $821,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869% Class X-A $620,471,000(2) $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 $0 $0 $0 $0 $0 $0 $0 $0 6.35800% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634% (1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March 1, 2024 to but not including the Closing Date. (2) Notional amount.
Appears in 2 contracts
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2024-5c25), Underwriting Agreement (BBCMS Mortgage Trust 2024-5c25)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, LLC III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III Title: Managing Director ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products Chief Compliance Officer ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President MD Underwriting Agreement, dated as of March 15October 31, 2024. Certificates: BBCMS Mortgage Trust 2024-5C25C30, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 C30 Class A-1 $821,000 6,128,000 $821,000 6,128,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489004.90200% 99.9997499.99797% Class A-3 A-2 $619,650,000 27,740,000 $614,100,000 27,740,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 $3,050,000 5.946000 6.12800% 102.99869102.99659% Class A-4 $130,000,000 $130,000,000 $0 $0 $0 $0 $0 $0 $0 $0 5.25100% 100.99998% Class A-5 $420,530,000 $420,530,000 $0 $0 $0 $0 $0 $0 $0 $0 5.53200% 102.99590% Class A-SB $8,160,000 $8,160,000 $0 $0 $0 $0 $0 $0 $0 $0 5.59100% 102.99746% Class X-A $620,471,000(2592,558,000(2) $620,471,000(2592,558,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.85663% 5.040796.57948% Class X-B $171,738,000(2171,080,000(2) $171,738,000(2171,080,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.44782% 3.568033.79415% Class A-S $96,395,000 103,698,000 $96,395,000 103,698,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358005.83100% 102.99710102.99495% Class B $43,211,000 39,151,000 $43,211,000 39,151,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.03100% 99.99713102.99315% Class C $32,132,000 28,231,000 $32,132,000 28,231,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643005.98000% 99.9963499.99418%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March November 1, 2024 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2024-C30)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Chief Executive Officer BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products Director By: /s/ ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Compliance Officer ▇▇▇▇▇▇▇▇ FINANCIAL GROUP, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15January 29, 2024. Certificates: BBCMS Mortgage Trust 2024-5C25C24, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 C24 Class A-1 $821,000 8,900,000 $821,000 8,900,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489005.22900% 99.9997499.99982% Class A-3 A-2 $619,650,000 96,400,000 $614,100,000 95,400,000 $0 $0 $0 $0 $0 $0 $2,500,000 1,000,000 6.11400% 102.99693% Class A-5 $3,050,000 5.94600367,580,000 $363,850,000 $0 $0 $0 $0 $0 $0 $3,730,000 5.41900% 102.99869102.99411% Class A-SB $12,711,000 $12,711,000 $0 $0 $0 $0 $0 $0 $0 5.59800% 102.99591% Class X-A $620,471,000(2485,591,000(2) $620,471,000(2485,591,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.62560% 5.0407911.05188% Class X-B $171,738,000(2141,341,000(2) $171,738,000(2141,341,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017271.33112% 3.5680310.11405% Class A-S $96,395,000 86,712,000 $96,395,000 86,712,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358005.86700% 102.99710102.99852% Class B $43,211,000 32,951,000 $43,211,000 32,951,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151005.71800% 99.9971399.99383% Class C $32,132,000 21,678,000 $32,132,000 21,678,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643006.00000% 99.9963497.38870%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March February 1, 2024 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2024-C24)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇L▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇L▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇S▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇S▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ D▇▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ J▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇J▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇A▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇A▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. UBS SECURITIES LLC By: /s//s/ A▇▇▇▇▇ ▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇ Title: Associate Director By: /s/ N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Executive Director B▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ S▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇D▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇S▇▇▇▇ ▇▇▇▇ Name: ▇S▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15June 25, 20242021. Certificates: BBCMS Mortgage Trust 20242021-5C25C10, Commercial Mortgage Pass-Through Certificates, Series 20242021-5C25 C10 Class A-1 $821,000 23,478,000 $821,000 20,978,000 $0 $0 $0 $0 $2,500,000 0.77000% 99.9981% Class A-2 $24,100,000 $18,600,000 $0 $0 $5,500,000 $0 $0 2.07100% 102.9978% Class A-5 $480,300,000 $468,300,000 $0 $0 $2,000,000 $0 $10,000,000 2.49200% 102.9980% Class A-SB $40,774,000 $40,774,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489002.26800% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869102.9955% Class X-A $620,471,000(2568,652,000(2) $620,471,000(2432,650,000(2) $136,002,000(2) $0(2) $0(2) $0(2) $0(2) 1.43394% 10.0575% Class X-B $146,225,000(2) $146,225,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.14569% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568039.1445% Class A-S $96,395,000 75,144,000 $96,395,000 75,144,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358002.68400% 102.99710102.9969% Class B $43,211,000 35,540,000 $43,211,000 35,540,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151002.49200% 99.9971399.9919% Class C $32,132,000 35,541,000 $32,132,000 35,541,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643002.84000% 99.9963499.9928%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March July 1, 2024 2021 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2021-C10)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject with respect to the requirements of Section 21any Covered Party, no other party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party Covered Party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any other party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) The requirements of Section 17(a) and 17(b) apply notwithstanding Section 18(a). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Depositor a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among by and between the DepositorUnderwriters, Barclays Holdings MSMCH and the several UnderwritersDepositor in accordance with its terms. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL INC. By: /s/ ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS MORTGAGE CAPITAL HOLDINGS INCLLC. By: /s/ ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed Chief Executive Officer and accepted as of the date first above written. BARCLAYS CAPITAL INC. President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: Person /s/ AB ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director , Reviewed Legal Department By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC - Group Head By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Director, Fixed Income The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-227446) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇ or by email to ▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇. Underwriting Agreement, dated as of March 15November 8, 2024. Certificates: BBCMS Mortgage Trust 20242019 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $7,418,070 A-1 KeyBanc Capital Markets Inc. $2,088,173 A-1 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $1,793,757 A-1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC $0 A-1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $6,039,491 A-2 KeyBanc Capital Markets Inc. $1,700,105 A-2 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $1,460,404 A-2 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC $0 A-2 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $16,149,073 A-5C25SB KeyBanc Capital Markets Inc. $4,545,933 A-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. $3,904,994 A-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Commercial Mortgage LLC $0 A-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $159,554,812 A-3 KeyBanc Capital Markets Inc. $44,914,373 A-3 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $38,581,815 A-3 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC $0 A-3 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $280,092,544 A-4 KeyBanc Capital Markets Inc. $78,845,514 A-4 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $67,728,942 A-4 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC $0 A-4 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $469,253,990 X-A KeyBanc Capital Markets Inc. $132,094,098 X-A Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $113,469,912 X-A ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC $0 X-A ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $126,531,270 X-B KeyBanc Capital Markets Inc. $35,618,310 X-B Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $30,596,420 X-B ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC $0 X-B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $62,008,502 A-S KeyBanc Capital Markets Inc. $17,455,274 A-S Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $14,994,224 A-S ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC $0 A-S ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $35,194,476 B KeyBanc Capital Markets Inc. $9,907,177 B Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $8,510,347 B ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC $0 B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $29,328,292 C KeyBanc Capital Markets Inc. $8,255,858 C Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $7,091,850 C ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC $0 C Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Certificates, Series 2024-5C25 Class A-1 $821,000 $821,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869% Class X-A $620,471,000(2Rate(2) $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 $0 $0 $0 $0 $0 $0 $0 $0 6.35800% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634%Purchase Price(3)
(1) Subject to a variance of plus or minus 5.0%.
(2) Rate per annum.
(3) Expressed as a percentage of the aggregate Certificate Balance principal amount or Notional Amountnotional amount, as applicable, of the relevant Class class of Offered Certificates to be purchased. There shall be added to the The purchase price for each class of the Offered Certificates shown is net of accrued interest. The purchase price to be paid for each Class of the Offered Certificates will include accrued interest at the related initial Pass-Through Rate therefor on the aggregate stated principal amount thereof or notional amount, as applicable, of such Class to be purchased from March November 1, 2024 2019 to but not including the Closing Date. The purchase price does not reflect any underwriting discount.
(24) Notional amountThe Class X-A and Class X-B certificates do not have principal amounts. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S, Class B and Class C certificates.
Appears in 1 contract
Sources: Underwriting Agreement (Morgan Stanley Capital I Trust 2019-L3)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s//s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Executive Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President MD Underwriting Agreement, dated as of March 15April 25, 20242025. Certificates: BBCMS Mortgage Trust 20242025-5C255C34, Commercial Mortgage Pass-Through Certificates, Series 20242025-5C25 5C34 Class A-1 $821,000 1,329,000 $821,000 1,329,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489004.80600% 99.9997499.99818% Class A-3 A-2 $619,650,000 20,432,000 $614,100,000 20,432,000 $0 $0 $0 $0 $0 $0 5.17400% 100.99704% Class A-3 $2,500,000 526,438,000 $3,050,000 5.94600526,438,000 $0 $0 $0 $0 $0 $0 5.65900% 102.99869102.99598% Class X-A $620,471,000(2) 548,199,000 $620,471,000(2) 548,199,000 $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.39467% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568035.09308% Class A-S $96,395,000 64,609,000 $96,395,000 64,609,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358005.99000% 102.99710102.99805% Class B $43,211,000 43,072,000 $43,211,000 43,072,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.54200% 99.99713102.99733% Class C $32,132,000 33,284,000 $32,132,000 33,284,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643007.03353% 99.99634101.41756%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March May 1, 2024 2025 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2025-5c34)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Officer BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO KEYBANC CAPITAL MARKETS CORPINC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director – Group Head NATIXIS SECURITIES AMERICAS LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President MD ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Compliance Officer Underwriting Agreement, dated as of March 15November 5, 20242019. Certificates: BBCMS Mortgage Trust 20242019-5C25C5, Commercial Mortgage Pass-Through Certificates, Series 20242019-5C25 C5 Class A-1 $821,000 21,460,000 $821,000 21,460,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489002.0940% 99.9997499.9999% Class A-3 A-2 $619,650,000 86,300,000 $614,100,000 86,300,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.946003.0430% 102.99869102.9961% Class X-A A-3 $620,471,000(2) 187,000,000 $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 187,000,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358002.8050% 102.99710100.9920% Class B A-SB $43,211,000 30,830,000 $43,211,000 30,830,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151002.9900% 99.99713102.9986% Class C A-4 $32,132,000 349,400,000 $32,132,000 349,400,000 $0 $0 $0 $0 $0 3.0630% 102.9972% Class X-A $674,990,000 (2) $674,990,000 (2) $0 (2) $0 (2) $0 (2) $0 (2) $0 (2) 0.8965% 6.6189% Class X-B $174,774,000 (2) $174,774,000 (2) $0 (2) $0 (2) $0 (2) $0 (2) $0 (2) 0.3717% 3.1939% Class A-S $94,017,000 $94,017,000 $0 $0 $0 6.64300$0 $0 3.3660% 99.99634102.9992% Class B $40,981,000 $40,981,000 $0 $0 $0 $0 $0 3.5170% 102.9982% Class C $39,776,000 $39,776,000 $0 $0 $0 $0 $0 3.7100% 99.9993%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March November 1, 2024 2019 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2019-C5)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Executive Director CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS ACADEMY SECURITIES, INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Chief Compliance Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15July 18, 20242025. Certificates: BBCMS Mortgage Trust 20242025-5C255C36, Commercial Mortgage Pass-Through Certificates, Series 20242025-5C25 5C36 Class A-1 $821,000 2,086,000 $821,000 2,086,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489004.66800% 99.9997499.99788% Class A-3 A-2 $619,650,000 60,000,000 $614,100,000 60,000,000 $0 $0 $0 $0 $0 $0 5.03300% 100.99831% Class A-3 $2,500,000 367,341,000 $3,050,000 5.94600361,341,000 $0 $0 $6,000,000 $0 $0 $0 5.51700% 102.99869102.99931% Class X-A $620,471,000(2) 429,427,000 $620,471,000(2) 429,427,000 $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.28686% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568034.67500% Class A-S $96,395,000 55,213,000 $96,395,000 49,713,000 $0 $0 $5,500,000 $0 $0 $0 5.83500% 102.99726% Class B $31,440,000 $31,440,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.18700% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634102.85471%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March August 1, 2024 2025 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2025-5c36)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Depositor, Barclays Holdings ▇▇▇▇▇ Fargo Bank and the several Underwriters. Very truly yours, BARCLAYS ▇▇▇▇▇ FARGO COMMERCIAL MORTGAGE SECURITIES LLC SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Signatory UBS Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Associate Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Executive Director ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Compliance Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CAPITAL▇▇▇▇▇ & CO., LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Sr. Managing Director, Fixed Income Underwriting Agreement, dated as of March 15July 16, 20242021. Certificates: BBCMS ▇▇▇▇▇ Fargo Commercial Mortgage Trust 20242021-5C25C60, Commercial Mortgage Pass-Through Certificates, Series 20242021-5C25 C60 Class A-1 $821,000 $821,000 $$ 17,659,000 $ 13,138,296 $ 2,419,283 $ 2,101,421 $ 0 $$ 0 $$ 0 $0.7330 % 99.9988 % Class A-2 $ 45,569,000 $ 33,903,336 $ 6,242,953 $ 5,422,711 $ 0 $$ 0 $$ 0 $2.0420 % 102.9978 % Class A-SB $ 24,458,000 $ 18,196,752 $ 3,350,746 $ 2,910,502 $ 0 $$ 0 5.48900$ 0 2.1300 % 99.99974102.9947 % Class A-3 $619,650,000 $614,100,000 $$ 121,000,000 $ 90,024,000 $ 16,577,000 $ 14,399,000 $ 0 $$ 0 $$ 0 $2.0610 % 100.9979 % Class A-3-1 $ 0 $$ 0 $$ 0 $2,500,000 $3,050,000 5.94600$ 0 $ 0 $ 0 $ 0 1.5610 % 102.99869N/A Class A-3-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.0610 % N/A Class A-3-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-3-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class A-4 $ 315,357,000 $ 234,625,608 $ 43,203,909 $ 37,527,483 $ 0 $ 0 $ 0 2.3420 % 102.9990 % Class A-4-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.8420 % N/A Class A-4-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.3420 % N/A Class A-4-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-4-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class X-A $620,471,000(2$ 524,043,000 (2) $620,471,000(2$ 389,887,992 (2) $0(2$ 71,793,891 (2) $0(2$ 62,361,117 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) 1.431111.6847 % 5.0407912.0169 % Class X-B $171,738,000(2$ 121,653,000 (2) $171,738,000(2$ 90,509,832 (2) $0(2$ 16,666,461 (2) $0(2$ 14,476,707 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) 1.017271.2270 % 3.5680310.1188 % Class A-S $96,395,000 $96,395,000 $$ 58,019,000 $ 43,166,136 $ 7,948,603 $ 6,904,261 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.358002.5470 % 102.99710102.9913 % Class A-S-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.0470 % N/A Class A-S-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.5470 % N/A Class A-S-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-S-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class B $43,211,000 $43,211,000 $$ 34,624,000 $ 25,760,256 $ 4,743,488 $ 4,120,256 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.151002.7300 % 99.99713102.9995 % Class B-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.2300 % N/A Class B-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.7300 % N/A Class B-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class B-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class C $32,132,000 $32,132,000 $$ 29,010,000 $ 21,583,440 $ 3,974,370 $ 3,452,190 $ 0 $$ 0 $$ 0 $2.7380 % 99.9998 % Class C-1 $ 0 $$ 0 $$ 0 $$ 0 $$ 0 6.64300$ 0 $ 0 2.2380 % 99.99634%N/A Class C-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.7380 % N/A Class C-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class C-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March July 1, 2024 2021 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Underwriters Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇D▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory CEO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇L▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇L▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES BARCLAYS CAPITAL HOLDINGS INC. By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇ Title: Officer B▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CCO BMO CAPITAL MARKETS CORP. By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director D▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ S▇▇▇▇ ▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products KEYBANC CAPITAL MARKETS INC. By: /s/ W▇▇▇▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ M▇▇▇ ▇▇▇▇▇ Name: M▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇R▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇R▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. SG AMERICAS SECURITIES, LLC By: /s/▇▇▇▇▇/s/ J▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇J▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15April 10, 20242023. Certificates: BBCMS Mortgage Trust 20242023-5C25C19, Commercial Mortgage Pass-Through Certificates, Series 20242023-5C25 C19 Class A-1 $821,000 5,251,000 $821,000 5,251,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489005.69800% 99.9997499.99995% Class A-3 A-2A $619,650,000 120,000,000 $614,100,000 120,000,000 $0 $0 $0 $0 $0 $0 5.75600% 100.99828% Class A-2B $2,500,000 176,000,000 $3,050,000 5.94600176,000,000 $0 $0 $0 $0 $0 $0 5.75300% 102.99869100.99609% Class A-5 $287,500,000 $280,755,000 $0 $0 $0 $0 $0 $6,745,000 5.45100% 102.99849% Class A-SB $5,800,000 $5,800,000 $0 $0 $0 $0 $0 $0 5.70000% 102.99527% Class X-A $620,471,000(2594,551,000(2) $620,471,000(2594,551,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.77874% 5.040795.03896% Class X-B $171,738,000(2140,144,000(2) $171,738,000(2140,144,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.24150% 3.568032.41612% Class A-S $96,395,000 100,861,000 $96,395,000 100,861,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.07000% 102.99710102.99349% Class B $43,211,000 39,283,000 $43,211,000 39,283,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.33331% 99.9971399.99598% Class C $32,132,000 33,974,000 $32,132,000 33,974,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643006.38531% 99.9963491.24470%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March April 1, 2024 2023 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2023-C19)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Chief Executive Officer BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Cappuccino Name: ▇▇▇▇▇▇ Cappuccino Title: Vice President ▇▇ ▇▇▇▇▇▇▇ Title: Executive Director CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ . Ivcil Name: ▇▇▇▇▇▇ ▇▇▇▇ . Ivcil Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director MD ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Director Underwriting Agreement, dated as of March 15January 30, 20242020. Certificates: BBCMS Mortgage Trust 20242020-5C25C6, Commercial Mortgage Pass-Through Certificates, Series 20242020-5C25 C6 Class A-1 $821,000 14,352,000 $821,000 14,352,000 $0 $0 $0 1.80600% 99.9990% Class A-2 $88,400,000 $88,400,000 $0 $0 $0 $0 $0 5.489002.69000% 99.99974102.9975% Class A-3 $619,650,000 208,000,000 $614,100,000 208,000,000 $0 $0 $0 2.39000% 100.9950% Class A-SB $26,810,000 $26,810,000 $0 $0 $0 2.59500% 102.9949% Class A-4 $2,500,000 278,300,000 $3,050,000 5.94600278,300,000 $0 $0 $0 2.63900% 102.99869102.9995% Class X-A $620,471,000(2615,862,000 (2) $620,471,000(2615,862,000 (2) $0(20 (2) $0(20 (2) $0(20 (2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.06037% 5.040798.5035% Class X-B $171,738,000(2177,060,000 (2) $171,738,000(2177,060,000 (2) $0(20 (2) $0(20 (2) $0(20 (2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.67892% 3.568036.3632% Class A-S $96,395,000 105,576,000 $96,395,000 105,576,000 $0 $0 $0 2.84000% 102.9914% Class B $37,392,000 $37,392,000 $0 $0 $0 $0 $0 6.358003.04300% 102.99710102.9990% Class B C $43,211,000 34,092,000 $43,211,000 34,092,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151003.04500% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.9963499.9985%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March February 1, 2024 2020 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2020-C6)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Chief Executive Officer BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s//s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Securtized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Managing Director Underwriting Agreement, dated as of March September 15, 20242023. Certificates: BBCMS Mortgage Trust 20242023-5C25C21, Commercial Mortgage Pass-Through Certificates, Series 20242023-5C25 C21 Class A-1 $821,000 1,970,000 $821,000 1,970,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489006.05000% 99.9997499.91313% Class A-3 A-2 $619,650,000 100,130,000 $614,100,000 100,130,000 $0 $0 $0 $0 $0 6.50606% 101.11530% Class A-3 $59,700,000 $59,700,000 $0 $2,500,000 0 $3,050,000 5.946000 $0 $0 6.50606% 102.99869101.72438% Class A-5 $310,590,000 $306,890,000 $0 $0 $0 $0 $3,700,000 6.00000% 102.53508% Class A-SB $3,092,000 $3,092,000 $0 $0 $0 $0 $0 6.50606% 102.78818% Class X-A $620,471,000(2475,482,000(2) $620,471,000(2475,482,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.33245% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568031.33617% Class A-S $96,395,000 84,058,000 $96,395,000 84,058,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.50606% 102.99710100.12355% Class B $43,211,000 29,718,000 $43,211,000 29,718,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.50606% 99.9971398.04689% Class C $32,132,000 24,623,000 $32,132,000 24,623,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643006.50606% 99.9963487.30599%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March October 1, 2024 2023 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2023-C21)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇L▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇L▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇S▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇S▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ D▇▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ J▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇J▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇A▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇A▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇B▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇S▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇S▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Managing Director ACADEMY SECURITIES, INC. By: /s/ M▇▇▇▇▇▇ ▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Compliance Officer Underwriting Agreement, dated as of March 15February 17, 20242021. Certificates: BBCMS Mortgage Trust 20242021-5C25C9, Commercial Mortgage Pass-Through Certificates, Series 20242021-5C25 C9 Class A-1 $821,000 25,700,000 $821,000 24,200,000 $0 $0 $750,000 $750,000 0.488000% 99.9986% Class A-2 $4,500,000 $4,500,000 $0 $0 $0 $0 1.846000% 102.9981% Class A-4 $210,000,000 $210,000,000 $0 $0 $0 $0 5.489002.021000% 99.99974100.9945% Class A-3 A-5 $619,650,000 281,000,000 $614,100,000 280,500,000 $0 $0 $500,000 $0 2.299000% 102.9996% Class A-SB $34,474,000 $34,474,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.946001.960000% 102.99869102.9994% Class X-A $620,471,000(2555,674,000(2) $620,471,000(2555,674,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.771054% 5.0407912.9492% Class X-B $171,738,000(2136,934,000(2) $171,738,000(2136,934,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017271.119908% 3.568038.9504% Class A-S $96,395,000 66,482,000 $96,395,000 53,000,000 $0 $13,482,000 $0 $0 2.534000% 102.9928% Class B $36,714,000 $36,714,000 $0 $0 $0 $0 2.686000% 102.9950% Class C $33,738,000 $33,738,000 $0 $0 $0 $0 6.358003.191000% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634102.9924%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March 1, 2024 2021 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2021-C9)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. NATIXIS SECURITIES AMERICAS LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇, ▇ ▇▇▇ Title: Vice President UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products Associate Director By: /s/ ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Director ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Compliance Officer ▇▇▇▇▇▇▇▇ FINANCIAL GROUP, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15February 2, 20242022. Certificates: BBCMS Mortgage Trust 20242022-5C25C14, Commercial Mortgage Pass-Through Certificates, Series 20242022-5C25 C14 Class Initial Aggregate Certificate Balance or Notional Amount of Class Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Barclays Capital Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by SG Americas Securities, LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Natixis Securities Americas LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by UBS Securities LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Academy Securities, Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by ▇▇▇▇▇▇▇▇ Financial Group, Inc. Initial Pass- Through Rate Purchase Price(1) Class A-1 $821,000 35,295,000 $821,000 29,695,000 $0 $0 $0 $2,800,000 $2,800,000 1.72700% 99.9985% Class A-2 $99,000,000 $99,000,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489002.93800% 99.99974102.9978% Class A-3 $619,650,000 50,000,000 $614,100,000 50,000,000 $0 $0 $0 $0 $0 2.96600% 102.9990% Class A-4 $160,000,000 $160,000,000 $0 $2,500,000 0 $3,050,000 5.946000 $0 $0 2.69200% 102.99869100.9935% Class A-5 $258,250,000 $258,250,000 $0 $0 $0 $0 $0 2.94600% 102.9931% Class A-SB $46,212,000 $46,212,000 $0 $0 $0 $0 $0 2.90100% 102.9991% Class X-A $620,471,000(2648,757,000(2) $620,471,000(2648,757,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.74024% 5.040795.4707% Class X-B $171,738,000(2166,823,000(2) $171,738,000(2166,823,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.25598% 3.568032.9429% Class A-S $96,395,000 97,314,000 $96,395,000 97,314,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358003.35000% 102.99710102.9962% Class B $43,211,000 41,706,000 $43,211,000 41,706,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151003.14700% 99.9971399.9985% Class C $32,132,000 27,803,000 $32,132,000 27,803,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643003.34500% 99.9963499.9939%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March February 1, 2024 2022 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2022-C14)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Daniel Schmidt Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Daniel Schmidt Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Spencer Kagan Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Spencer Kagan Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Larry Kravetz Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Larry Kravetz Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Jim Barnard Name: ▇▇▇ ▇▇▇▇▇▇▇ Jim Barnard Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ David Schell Name: ▇▇▇▇▇ ▇▇▇▇▇▇ David Schell Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Robert-Christopher Jones Name: Robert-Christopher Jones Title: Managing Director By: /s/ Matt Smith Name: Matt Smith Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Warren Geiger Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Warren Geiger Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇UBS SECURITIES LLC By: /s/ Andrew Lisa Name: Andrew Lisa Title: Director By: /s/ Racquel Small Name: Racquel Small Title: Executive Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Richard Simpson Name: Richard Simpson Title: Authorized Signatory ACADEMY SECURITIES, INC. By: /s/ Michael Boyd Name: Michael Boyd Title: Chief Compliance Officer DREXEL HAMILTON, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Sunny Wong Name: ▇▇▇▇▇ ▇▇▇▇ Sunny Wong Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15September 16, 2024. Certificates: BBCMS Mortgage Trust 2024-5C255C29, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 5C29 Class Initial Aggregate Certificate Balance or Notional Amount of Class Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Barclays Capital Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by SG Americas Securities, LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by BMO Capital Markets Corp. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Deutsche Bank Securities Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by KeyBanc Capital Markets Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by UBS Securities LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Citigroup Global Markets Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Academy Securities, Inc. Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Drexel Hamilton, LLC Initial Pass-Through Rate Purchase Price(1) Class A-1 $821,000 5,185,000 $821,000 5,185,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489004.39800% 99.9997499.99919% Class A-3 A-2 $619,650,000 205,825,000 $614,100,000 205,825,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 $3,050,000 5.946000 4.73800% 102.99869100.99683% Class A-3 $534,775,000 $534,775,000 $0 $0 $0 $0 $0 $0 $0 $0 5.20800% 102.99635% Class X-A $620,471,000(2745,785,000(2) $620,471,000(2745,785,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.60022% 5.040796.82031% Class X-B $171,738,000(2215,744,000(2) $171,738,000(2215,744,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017271.01157% 3.568034.71958% Class A-S $96,395,000 127,848,000 $96,395,000 126,848,000 $0 $1,000,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358005.62700% 102.99710102.99869% Class B $43,211,000 50,607,000 $43,211,000 50,107,000 $0 $500,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151005.85800% 99.99713102.99738% Class C $32,132,000 37,289,000 $32,132,000 36,289,000 $0 $1,000,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643005.51200% 99.9963499.99593%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March September 1, 2024 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2024-5c29)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15November 17, 20242021. Certificates: BBCMS Mortgage Trust 20242021-5C25C12, Commercial Mortgage Pass-Through Certificates, Series 20242021-5C25 C12 Class A-1 $821,000 13,880,000 $821,000 10,380,000 $0 $0 $3,500,000 $0 $0 1.27300% 99.9979% Class A-2 $112,570,000 $110,070,000 $0 $2,500,000 $0 $0 $0 2.54100% 102.9991% Class A-3 $10,510,000 $10,510,000 $0 $0 $0 $0 $0 2.18400% 99.9968% Class A-4 $132,000,000 $112,000,000 $0 $20,000,000 $0 $0 $0 5.489002.42100% 99.99974100.9962% Class A-3 A-5 $619,650,000 418,700,000 $614,100,000 385,700,000 $0 $25,000,000 $0 $0 $8,000,000 2.68900% 102.9929% Class A-SB $37,406,000 $37,406,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.946002.54200% 102.99869102.9932% Class X-A $620,471,000(2725,066,000(2) $620,471,000(2725,066,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.95972% 5.040797.3872% Class X-B $171,738,000(2179,972,000(2) $171,738,000(2179,972,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.59497% 3.568035.6361% Class A-S $96,395,000 86,749,000 $96,395,000 86,749,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358002.90200% 102.99710102.9936% Class B $43,211,000 47,906,000 $43,211,000 47,906,000 $0 $0 $0 $0 $0 2.75800% 99.9948% Class C $45,317,000 $35,317,000 $0 $10,000,000 $0 $0 $0 6.151003.20500% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.9963499.9967%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March November 1, 2024 2021 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2021-C12)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President CEO BARCLAYS CAPITAL HOLDINGS INC. By: Name: Title: If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: Name: Title: BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INCBMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇▇ FINANCIAL GROUP, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President ACADEMY SECURITIES, LLC INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Chief Compliance Officer Underwriting Agreement, dated as of March 15November 18, 20242022. Certificates: BBCMS Mortgage Trust 20242022-5C25C18, Commercial Mortgage Pass-Through Certificates, Series 20242022-5C25 C18 Class A-1 $821,000 10,600,000 $821,000 8,980,000 $0 $0 $0 $0 $810,000 $810,000 5.87700% 99.9982% Class A-2 $73,000,000 $73,000,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489005.49500% 99.9997499.9999% Class A-3 $619,650,000 42,100,000 $614,100,000 42,100,000 $0 $0 $0 $0 $0 $0 5.99800% 102.9973% Class A-4 $2,500,000 175,000,000 $3,050,000 5.94600175,000,000 $0 $0 $0 $0 $0 $0 5.43900% 102.99869100.9932% Class A-5 $248,200,000 $248,200,000 $0 $0 $0 $0 $0 $0 5.71000% 102.9980% Class A-SB $16,826,000 $16,826,000 $0 $0 $0 $0 $0 $0 5.94900% 102.9982% Class X-A $620,471,000(2636,441,000(2) $620,471,000(2572,070,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(264,371,000(2) $0(2) $0(2) 1.431110.46052% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568033.8865% Class A-S $96,395,000 70,715,000 $96,395,000 70,715,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.14818% 102.99710102.7560% Class B $43,211,000 34,348,000 $43,211,000 34,348,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.14818% 99.9971399.1137% Class C $32,132,000 38,389,000 $32,132,000 38,389,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643006.14818% 99.9963487.5836%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March December 1, 2024 2022 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2022-C18)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇L▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇L▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇S▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇S▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ D▇▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ J▇▇ ▇▇▇▇▇▇▇ Name: J▇▇ ▇▇▇▇▇▇▇ Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ W▇▇▇▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC BMO CAPITAL MARKETS INCCORP. By: /s/ ▇▇D▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇D▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director B▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ S▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President D▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇S▇▇▇▇ ▇▇▇▇ Name: ▇S▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 1523, 20242022. Certificates: BBCMS Mortgage Trust 20242022-5C25C15, Commercial Mortgage Pass-Through Certificates, Series 20242022-5C25 C15 Class A-1 $821,000 12,900,000 $821,000 12,900,000 $0 $0 $0 $0 $0 2.89000% 99.9980% Class A-2 $75,600,000 $74,200,000 $0 $0 $0 5.48900$700,000 $700,000 3.61000% 99.99974101.9971% Class A-3 $619,650,000 87,800,000 $614,100,000 87,800,000 $0 $0 $0 $0 $0 3.75200% 101.9989% Class A-4 $125,000,000 $125,000,000 $0 $2,500,000 0 $3,050,000 5.946000 $0 $0 3.52400% 102.99869100.9999% Class A-5 $372,300,000 $370,050,000 $0 $0 $0 $0 $2,250,000 3.66200% 101.9926% Class A-SB $23,405,000 $23,405,000 $0 $0 $0 $0 $0 3.68400% 101.9957% Class X-A $620,471,000(2697,005,000(2) $620,471,000(2697,005,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.20208% 5.040792.1083% Class X-B $171,738,000(2182,964,000(2) $171,738,000(2182,964,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.06109% 3.568031.2407% Class A-S $96,395,000 94,593,000 $96,395,000 89,093,000 $0 $0 $0 $5,500,000 $0 3.75200% 100.6878% Class B $46,053,000 $46,053,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358003.75200% 102.9971099.6251% Class B C $43,211,000 42,318,000 $43,211,000 42,318,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151003.83148% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.9963497.6575%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March April 1, 2024 2022 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2022-C15)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President CEO BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: Racquel small Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s//s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ACADEMY SECURITIES, LLC INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products Chief Compliance Officer ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President MD Underwriting Agreement, dated as of March 15June 21, 2024. Certificates: BBCMS Mortgage Trust 2024-5C255C27, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 5C27 Class A-1 $821,000 2,891,000 $821,000 2,891,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489005.50200% 99.9997499.99801% Class A-3 A-2 $619,650,000 103,853,000 $614,100,000 103,853,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 $3,050,000 5.946000 5.55000% 102.99869100.99822% Class A-3 $453,847,000 $453,847,000 $0 $0 $0 $0 $0 $0 $0 $0 6.01400% 102.99726% Class X-A B $620,471,000(2165,174,000(2) $620,471,000(2165,174,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.43888% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568031.29260% Class A-S $96,395,000 97,102,000 $96,395,000 97,102,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.41000% 102.99710102.99727% Class B $43,211,000 37,039,000 $43,211,000 37,039,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.70000% 99.99713102.95133% Class C $32,132,000 31,033,000 $32,132,000 31,033,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643006.70000% 99.99634100.86128%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March July 1, 2024 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2024-5c27)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Chief Executive Officer BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO KEYBANC CAPITAL MARKETS CORPINC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. NATIXIS SECURITIES AMERICAS LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products Vice President ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President MD ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Compliance Officer Underwriting Agreement, dated as of March 15June 12, 20242020. Certificates: BBCMS Mortgage Trust 20242020-5C25C7, Commercial Mortgage Pass-Through Certificates, Series 20242020-5C25 C7 Class A-1 $821,000 13,198,000 $821,000 12,698,000 $0 $0 $0 $250,000 $250,000 1.07900% 99.9975% Class A-2 $115,000,000 $114,500,000 $0 $0 $0 $500,000 $0 2.02100% 102.9965% Class A-3 $38,000,000 $38,000,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489002.00700% 99.99974102.9991% Class A-3 A-4 $619,650,000 75,000,000 $614,100,000 75,000,000 $0 $0 $0 $0 $0 1.78600% 100.9946% Class A-5 $270,000,000 $270,000,000 $0 $2,500,000 0 $3,050,000 5.946000 $0 $0 2.03700% 102.99869102.9948% Class A-SB $26,000,000 $26,000,000 $0 $0 $0 $0 $0 2.02900% 102.9935% Class X-A $620,471,000(2537,198,000(2) $620,471,000(2537,198,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.63287% 5.0407911.2682% Class X-B $171,738,000(2117,992,000(2) $171,738,000(2117,992,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017270.98868% 3.568038.4632% Class A-S $96,395,000 89,214,000 $96,395,000 89,214,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358002.44400% 102.99710102.9966% Class B $43,211,000 28,778,000 $43,211,000 28,778,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151003.15200% 99.99713102.9975% Class C $32,132,000 28,779,000 $32,132,000 28,779,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643003.60536% 99.9963499.1367%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March June 1, 2024 2020 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2020-C7)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Depositor, Barclays Holdings ▇▇▇▇▇ Fargo Bank and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ President ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INCVice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s//s/ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory Managing Director UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Small Name: ▇▇▇ ▇▇▇▇▇▇▇ Small Title: Executive Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Chief Compliance Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CAPITAL▇▇▇▇▇ & CO., LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Senior Managing Director, FI Underwriting Agreement, dated as of March 15April 4, 20242022. Certificates: BBCMS ▇▇▇▇▇ Fargo Commercial Mortgage Trust 20242022-5C25C62, Commercial Mortgage Pass-Through Certificates, Series 20242022-5C25 C62 Class A-1 $821,000 $821,000 $$ 6,056,000 $ 5,099,152 $ 956,848 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 5.489003.5430 % 99.9997499.9991 % Class A-3 $619,650,000 $614,100,000 $A-2 $ 38,861,000 $ 32,720,962 $ 6,140,038 $ 0 $$ 0 $$ 0 $3.5890 % 99.9971 % Class A-SB $ 11,189,000 $ 9,421,138 $ 1,767,862 $ 0 $$ 0 $$ 0 $2,500,000 $3,050,000 5.946004.1400 % 102.99869102.9961 % Class A-4 $ 316,224,000 $ 266,260,608 $ 49,963,392 $ 0 $ 0 $ 0 4.0000 % 102.9930 % Class A-4-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.5000 % N/A Class A-4-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.0000 % N/A Class A-4-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-4-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class X-A $620,471,000(2$ 372,330,000 (2) $620,471,000(2$ 313,501,860 (2) $0(2$ 58,828,140 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) $0(2) 1.431110.3964 % 5.040792.8047 % Class X-B $171,738,000(2$ 95,078,000 (2) $171,738,000(2$ 80,055,676 (2) $0(2$ 15,022,324 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) $0(2) 1.017270.0474 % 3.568030.3444 % Class A-S $96,395,000 $96,395,000 $$ 46,542,000 $ 39,188,364 $ 7,353,636 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.358004.2533 % 102.99710102.9959 % Class A-S-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.7533 % N/A Class A-S-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.2533 % N/A Class A-S-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-S-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class B $43,211,000 $43,211,000 $$ 24,600,000 $ 20,713,200 $ 3,886,800 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.151004.3503 % 99.99713101.7502 % Class B-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.8503 % N/A Class B-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.3503 % N/A Class B-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class B-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class C $32,132,000 $32,132,000 $$ 23,936,000 $ 20,154,112 $ 3,781,888 $ 0 $$ 0 $$ 0 $4.3503 % 94.9501 % Class C-1 $ 0 $$ 0 $$ 0 $$ 0 $$ 0 6.64300$ 0 3.8503 % 99.99634%N/A Class C-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 3.3503 % N/A Class C-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class C-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March April 1, 2024 2022 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (Wells Fargo Commercial Mortgage Trust 2022-C62)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇D▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇S▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇S▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇L▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇L▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ J▇▇ ▇▇▇▇▇▇▇ Name: J▇▇ ▇▇▇▇▇▇▇ Title: Director UBS SECURITIES LLC By: /s/ N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: /s/ A▇▇▇▇▇ ▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ D▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ ▇M▇▇▇ ▇▇▇▇▇ Name: ▇M▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇R▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇R▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇D▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇S▇▇▇▇ ▇▇▇▇ Name: ▇S▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇B▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇S▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇S▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15November 16, 20242023. Certificates: BBCMS Mortgage Trust 20242023-5C255C23, Commercial Mortgage Pass-Through Certificates, Series 20242023-5C25 5C23 Class A-1 A-2 $821,000 107,017,000 $821,000 95,017,000 $0 $0 $0 $0 $1,000,000 $11,000,000 6.19800% 100.99738% Class A-3 $397,907,000 $397,907,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489006.67500% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869102.99865% Class X-A $620,471,000(2504,924,000(2) $620,471,000(2504,924,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.12930% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568033.76384% Class A-S $96,395,000 71,230,000 $96,395,000 71,230,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358007.70320% 102.99710103.01703% Class B $43,211,000 38,771,000 $43,211,000 38,771,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151007.70320% 99.99713100.56524% Class C $32,132,000 28,853,000 $32,132,000 28,853,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643007.70320% 99.9963492.71550%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March December 1, 2024 2023 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2023-5c23)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC M.D. ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products Chief Compliance Officer ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15February 21, 20242025. Certificates: BBCMS Mortgage Trust 20242025-5C255C33, Commercial Mortgage Pass-Through Certificates, Series 20242025-5C25 5C33 Class A-1 $821,000 3,680,000 $821,000 3,680,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489004.97100% 99.9997499.99874% Class A-3 A-2 $619,650,000 30,000,000 $614,100,000 30,000,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 5.31000% 99.99850% Class A-4 $3,050,000 5.94600590,967,000 $590,967,000 $0 $0 $0 $0 $0 $0 $0 5.83900% 102.99869102.99845% Class X-A $620,471,000(2624,647,000(2) $620,471,000(2624,647,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.03882% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568033.56130% Class A-S $96,395,000 98,159,000 $96,395,000 98,159,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.16800% 102.99710102.99868% Class B $43,211,000 44,618,000 $43,211,000 44,618,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151006.43500% 99.99713102.99858% Class C $32,132,000 32,348,000 $32,132,000 32,348,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643005.98100% 99.9963499.99907%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March 1, 2024 2025 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2025-5c33)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President CEO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL INCMARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Compliance Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15January 24, 20242025. Certificates: BBCMS Mortgage Trust 20242025-5C25C32, Commercial Mortgage Pass-Through Certificates, Series 20242025-5C25 C32 Class A-1 $821,000 10,063,000 $821,000 10,063,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900$0 4.96800% 99.9997499.99822% Class A-3 $619,650,000 16,952,000 $614,100,000 16,952,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 $3,050,000 5.946000 $0 5.60800% 102.99869100.99672% Class A-4 $52,035,000 $52,035,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.43300% 100.99692% Class A-5 $601,965,000 $601,965,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.72000% 102.99720% Class A-SB $18,800,000 $18,800,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.70400% 102.99673% Class X-A $620,471,000(2699,815,000(2) $620,471,000(2699,815,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017271.12959% 3.568036.39557% Class A-S $96,395,000 67,482,000 $96,395,000 55,482,000 $0 $0 $0 $0 $0 $0 $0 4,000,000 $8,000,000 $0 6.358005.93000% 102.99710102.99478% Class B $43,211,000 38,740,000 $43,211,000 37,240,000 $0 $0 $0 $0 $0 $0 $1,500,000 $0 $0 6.151006.13000% 99.99713102.99346% Class C $32,132,000 53,736,000 $32,132,000 51,736,000 $0 $0 $0 $0 $0 $0 $2,000,000 $0 $0 6.643006.12500% 99.9963499.99871%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March February 1, 2024 2025 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2025-C32)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Chief Executive Officer BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, LLC III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III Title: Managing Director ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products Chief Compliance Officer ▇▇▇▇▇▇▇▇ CAPITALFINANCIAL GROUP, LLC INC. By: /s/ ▇▇▇▇▇▇ ▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15October 19, 20242023. Certificates: BBCMS Mortgage Trust 20242023-5C25C22, Commercial Mortgage Pass-Through Certificates, Series 20242023-5C25 C22 Class A-1 $821,000 2,760,000 $821,000 2,760,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489006.36200% 99.9997499.99969% Class A-3 A-2 $619,650,000 13,200,000 $614,100,000 13,200,000 $0 $0 $0 $0 $0 $0 6.72800% 99.99899% Class A-4 $2,500,000 106,000,000 $3,050,000 5.94600106,000,000 $0 $0 $0 $0 $0 $0 6.52100% 102.99869100.99874% Class A-5 $356,170,000 $356,170,000 $0 $0 $0 $0 $0 $0 6.80400% 102.99724% Class A-SB $6,826,000 $6,826,000 $0 $0 $0 $0 $0 $0 7.04800% 102.99518% Class X-A $620,471,000(2484,956,000(2) $620,471,000(2484,956,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431110.38514% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.568033.10443% Class A-S $96,395,000 82,269,000 $96,395,000 82,269,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358007.12613% 102.99710103.14973% Class B $43,211,000 32,042,000 $43,211,000 32,042,000 $0 $0 $0 $0 $0 $0 $0 $0 6.151007.12613% 99.99713100.67816% Class C $32,132,000 20,784,000 $32,132,000 20,784,000 $0 $0 $0 $0 $0 $0 $0 $0 6.643007.12613% 99.9963490.91704%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March November 1, 2024 2023 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2023-C22)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject with respect to the requirements of Section 21any Covered Party, no other party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party Covered Party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any other party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) The requirements of Section 17(a) and 17(b) apply notwithstanding Section 18(a). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Depositor a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among by and between the DepositorUnderwriters, Barclays Holdings MSMCH and the several UnderwritersDepositor in accordance with its terms. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC. By: /s/ ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE CAPITAL HOLDINGS LLC By: /s/ ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇▇▇ Title: Vice President as of the date first above written: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS INC& CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ Title: Managing Director ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇Head of Fixed Income ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. New York, New York 10022 By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Principal ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor New York, New York 10019 The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-227446) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇ or by email to ▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. Please see additional important information and qualifications at the end of this Term Sheet. Underwriting Agreement, dated as of March 151, 2024. Certificates: BBCMS Mortgage Trust 20242019 Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $13,543,200 A-1 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $2,656,800 A-1 The ▇▇▇▇▇▇▇▇ Capital Group, L.P. $0 A-1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $14,295,600 A-2 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $2,804,400 A-2 The ▇▇▇▇▇▇▇▇ Capital Group, L.P. $0 A-2 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $23,742,400 A-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. $4,657,600 A-5C25SB The ▇▇▇▇▇▇▇▇ Capital Group, Commercial Mortgage L.P. $0 A-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $182,498,800 A-3 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $35,801,200 A-3 The ▇▇▇▇▇▇▇▇ Capital Group, L.P. $0 A-3 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $301,955,676 A-4 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $59,235,324 A-4 The ▇▇▇▇▇▇▇▇ Capital Group, L.P. $0 A-4 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $536,035,676 X-A Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $105,155,324 X-A The ▇▇▇▇▇▇▇▇ Capital Group, L.P. $0 X-A ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $106,249,748 X-B Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $20,843,252 X-B The ▇▇▇▇▇▇▇▇ Capital Group, L.P. $0 X-B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $68,918,168 A-S Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $13,519,832 A-S The ▇▇▇▇▇▇▇▇ Capital Group, L.P. $0 A-S ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $37,331,580 B Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $7,323,420 B The ▇▇▇▇▇▇▇▇ Capital Group, L.P. $0 B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $34,459,084 C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $6,759,916 C The ▇▇▇▇▇▇▇▇ Capital Group, L.P. $0 C Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Certificates, Series 2024-5C25 Class A-1 $821,000 $821,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869% Class X-A $620,471,000(2Rate(2) $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 $0 $0 $0 $0 $0 $0 $0 $0 6.35800% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634%Purchase Price(3)
(1) Subject to a variance of plus or minus 5.0%.
(2) Rate per annum.
(3) Expressed as a percentage of the aggregate Certificate Balance principal amount or Notional Amountnotional amount, as applicable, of the relevant Class class of Offered Certificates to be purchased. There shall be added to the The purchase price for each class of the Offered Certificates shown is net of accrued interest. The purchase price to be paid for each Class of the Offered Certificates will include accrued interest at the related initial Pass-Through Rate therefor on the aggregate stated principal amount thereof or notional amount, as applicable, of such Class to be purchased from March 1, 2024 2019 to but not including the Closing Date. The purchase price does not reflect any underwriting discount.
(24) Notional amountThe Class X-A and Class X-B certificates do not have principal amounts. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S and Class B certificates.
Appears in 1 contract
Sources: Underwriting Agreement (Morgan Stanley Capital I Trust 2019-L2)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject with respect to the requirements of Section 21any Covered Party, no other party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party Covered Party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any other party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) The requirements of Section 17(a) and 17(b) apply notwithstanding Section 18(a). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Depositor a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among by and between the DepositorUnderwriters, Barclays Holdings MSMCH and the several UnderwritersDepositor in accordance with its terms. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC. By: /s/ ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE CAPITAL HOLDINGS LLC By: /s/ ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇▇▇ Title: Vice President as of the date first above written: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS INC& CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ Title: Managing Director ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. New York, New York 10036 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇Head of Fixed Income ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇New York, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC New York 10022 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President MD ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Fort Washington, Pennsylvania 19034 The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-227446) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇ or by email to ▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. Please see additional important information and qualifications at the end of this Term Sheet. Underwriting Agreement, dated as of March 15June 5, 2024. Certificates: BBCMS Mortgage Trust 20242019 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $15,336,000 A-1 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $2,664,000 A-1 ▇▇▇▇▇▇▇▇ Capital, LLC $0 A-1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $17,977,200 A-2 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $3,122,800 A-2 ▇▇▇▇▇▇▇▇ Capital, LLC $0 A-2 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $23,259,600 A-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. $4,040,400 A-▇▇ ▇▇▇▇▇▇▇▇ Capital, LLC $0 A-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $161,880,000 A-3 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $28,120,000 A-3 ▇▇▇▇▇▇▇▇ Capital, LLC $0 A-3 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $191,173,464 A-4 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $33,208,536 A-4 ▇▇▇▇▇▇▇▇ Capital, LLC $0 A-4 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $409,626,264 X-5C25A Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $71,155,736 X-A ▇▇▇▇▇▇▇▇ Capital, Commercial Mortgage LLC $0 X-A ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $103,138,860 X-B Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $17,916,140 X-B ▇▇▇▇▇▇▇▇ Capital, LLC $0 X-B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $54,129,264 A-S Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $9,402,736 A-S ▇▇▇▇▇▇▇▇ Capital, LLC $0 A-S ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $22,675,980 B Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $3,939,020 B ▇▇▇▇▇▇▇▇ Capital, LLC $0 B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $26,333,616 C Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $4,574,384 C ▇▇▇▇▇▇▇▇ Capital, LLC $0 C Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Certificates, Series 2024-5C25 Class A-1 $821,000 $821,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869% Class X-A $620,471,000(2Rate(2) $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 $0 $0 $0 $0 $0 $0 $0 $0 6.35800% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634%Purchase Price(3)
(1) Subject to a variance of plus or minus 5.0%.
(2) Rate per annum.
(3) Expressed as a percentage of the aggregate Certificate Balance principal amount or Notional Amountnotional amount, as applicable, of the relevant Class class of Offered Certificates to be purchased. There shall be added to the The purchase price for each class of the Offered Certificates shown is net of accrued interest. The purchase price to be paid for each Class of the Offered Certificates will include accrued interest at the related initial Pass-Through Rate therefor on the aggregate stated principal amount thereof or notional amount, as applicable, of such Class to be purchased from March June 1, 2024 2019 to but not including the Closing Date. The purchase price does not reflect any underwriting discount.
(24) Notional amountThe Class X-A and Class X-B certificates do not have principal amounts. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S, Class B and Class C certificates.
Appears in 1 contract
Sources: Underwriting Agreement (Morgan Stanley Capital I Trust 2019-H6)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Depositor, Barclays Holdings ▇▇▇▇▇ Fargo Bank and the several Underwriters. Very truly yours, BARCLAYS ▇▇▇▇▇ FARGO COMMERCIAL MORTGAGE SECURITIES LLC SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President CREDIT SUISSE SECURITIES (USA) LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK UBS SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director LLC By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Associate Director CITIGROUP GLOBAL MARKETS INC. By: /s//s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC Executive Director ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Chief Compliance Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CAPITAL▇▇▇▇▇ & CO., LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Sr. Managing Director Underwriting Agreement, dated as of March 15November 19, 20242021. Certificates: BBCMS ▇▇▇▇▇ Fargo Commercial Mortgage Trust 20242021-5C25C61, Commercial Mortgage Pass-Through Certificates, Series 20242021-5C25 C61 Class A-1 $821,000 $821,000 $$ 18,512,000 $ 14,396,384 $ 2,419,711 $ 1,695,905 $ 0 $$ 0 $$ 0 $1.1610 % 99.9983 % Class A-2 $ 108,135,000 $ 84,094,264 $ 14,134,368 $ 9,906,368 $ 0 $$ 0 $$ 0 $2.5030 % 102.9985 % Class A-SB $ 28,529,000 $ 22,186,389 $ 3,729,037 $ 2,613,574 $ 0 $$ 0 5.48900$ 0 2.5250 % 99.99974102.9963 % Class A-3 $619,650,000 $614,100,000 $$ 116,100,000 $ 90,288,473 $ 15,175,476 $ 10,636,051 $ 0 $$ 0 $$ 0 $2.4060 % 100.9927 % Class A-3-1 $ 0 $$ 0 $$ 0 $2,500,000 $3,050,000 5.94600$ 0 $ 0 $ 0 $ 0 1.9060 % 102.99869N/A Class A-3-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.4060 % N/A Class A-3-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-3-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class A-4 $ 263,816,000 $ 205,164,030 $ 34,483,492 $ 24,168,478 $ 0 $ 0 $ 0 2.6580 % 102.9938 % Class A-4-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.1580 % N/A Class A-4-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.6580 % N/A Class A-4-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-4-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class X-A $620,471,000(2$ 535,092,000 (2) $620,471,000(2$ 416,129,540 (2) $0(2$ 69,942,084 (2) $0(2$ 49,020,376 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) 1.431111.3773 % 5.040799.7662 % Class X-B $171,738,000(2$ 104,152,000 (2) $171,738,000(2$ 80,996,770 (2) $0(2$ 13,613,749 (2) $0(2$ 9,541,481 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2$ 0 (2) $0(2) $0(2) $0(2) 1.017270.7591 % 3.568036.9423 % Class A-S $96,395,000 $96,395,000 $$ 24,844,000 $ 19,320,644 $ 3,247,369 $ 2,275,987 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.358002.8610 % 102.99710103.0000 % Class A-S-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.3610 % N/A Class A-S-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 1.8610 % N/A Class A-S-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class A-S-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class B $43,211,000 $43,211,000 $$ 38,221,000 $ 29,723,650 $ 4,995,882 $ 3,501,468 $ 0 $$ 0 $$ 0 $0 $0 $0 $0 $0 6.151003.1130 % 99.99713102.9946 % Class B-1 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.6130 % N/A Class B-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.1130 % N/A Class B-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class B-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A Class C $32,132,000 $32,132,000 $$ 41,087,000 $ 31,952,476 $ 5,370,498 $ 3,764,026 $ 0 $$ 0 $$ 0 $3.3120 % 99.9940 % Class C-1 $ 0 $$ 0 $$ 0 $$ 0 $$ 0 6.64300$ 0 $ 0 2.8120 % 99.99634%N/A Class C-2 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2.3120 % N/A Class C-X1 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 0.50 % N/A Class C-X2 $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) $ 0 (2) 1.00 % N/A
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March December 1, 2024 2021 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Barclays Holdings and the several Underwriters. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Authorized Signatory BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director BBCMS 2024-C26 – Underwriting Agreement UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ACADEMY SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Compliance Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: VP of Securitized Products ▇▇▇▇▇▇▇▇ CAPITAL, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Underwriting Agreement, dated as of March 15May 9, 2024. Certificates: BBCMS Mortgage Trust 2024-5C25C26, Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 C26 Class A-1 $821,000 7,000,000 $821,000 7,000,000 $0 $0 $0 $0 $0 $0 $0 $0 5.489005.59400% 99.9997499.99832% Class A-3 A-2 $619,650,000 15,000,000 $614,100,000 15,000,000 $0 $0 $0 $0 $0 $0 $2,500,000 0 $3,050,000 5.946000 6.67600% 102.99869102.99617% Class A-4 $50,000,000 $49,000,000 $0 $0 $0 $0 $0 $0 $0 $1,000,000 5.54900% 100.99498% Class A-5 $484,700,000 $482,700,000 $0 $0 $0 $0 $0 $0 $2,000,000 $0 5.82900% 102.99430% Class A-SB $10,497,000 $10,497,000 $0 $0 $0 $0 $0 $0 $0 $0 5.99000% 102.99974% Class X-A $620,471,000(2567,197,000(2) $620,471,000(2567,197,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.431111.24209% 5.040797.79851% Class X-B $171,738,000(2156,993,000(2) $171,738,000(2156,993,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.017271.03400% 3.568036.63837% Class A-S $96,395,000 84,067,000 $96,395,000 82,067,000 $0 $2,000,000 $0 $0 $0 $0 $0 $0 6.09400% 102.99410% Class B $42,540,000 $42,040,000 $0 $500,000 $0 $0 $0 $0 $0 $0 5.94300% 99.99311% Class C $30,386,000 $30,386,000 $0 $0 $0 $0 $0 $0 $0 $0 6.358006.00000% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.9963496.81842%
(1) Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from March May 1, 2024 to but not including the Closing Date.
(2) Notional amount.
Appears in 1 contract
Sources: Underwriting Agreement (BBCMS Mortgage Trust 2024-C26)
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject with respect to the requirements of Section 21any Covered Party, no other party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party Covered Party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. .
(b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any other party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) The requirements of Section 17(a) and 17(b) apply notwithstanding Section 18(a). If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Depositor a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among by and between the DepositorUnderwriters, Barclays Holdings MSMCH and the several UnderwritersDepositor in accordance with its terms. Very truly yours, BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC. By: /s/ ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇▇▇ Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE CAPITAL HOLDINGS LLC By: /s/ ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇▇▇ Title: Vice President BARCLAYS CAPITAL HOLDINGS INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Director Person By: /s/ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Title: MD The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-227446) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇ or by email to ▇▇▇▇▇▇▇▇▇▇▇ @▇▇.▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/▇This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. Please see additional important information and qualifications at the end of this Term Sheet. Underwriting Agreement, dated as of February 7, 2020 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: & Co. LLC $7,401,594 A-1 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $1,198,406 A-1 ▇▇▇▇▇▇▇▇ Capital, LLC $0 A-1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory UBS SECURITIES & Co. LLC By: /s/ ▇▇▇▇▇$13,512,213 A-▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director SG AMERICAS SECURITIES, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. $2,187,787 A-▇▇ ▇▇▇▇▇▇▇▇ Capital, LLC By: /s/ $0 A-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: & Co. LLC $181,020,621 A-2 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $29,309,379 A-2 ▇▇▇▇▇▇▇▇ Capital, LLC $0 A-2 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: VP of Securitized Products & Co. LLC $298,405,604 A-3 Cantor ▇▇▇▇▇▇▇▇▇▇ CAPITAL& Co. $48,315,396 A-3 ▇▇▇▇▇▇▇▇ Capital, LLC By: /s/ $0 A-3 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: & Co. LLC $500,340,032 X-A Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $81,010,968 X-A ▇▇▇▇▇▇▇▇ Capital, LLC $0 X-A ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President Underwriting Agreement& Co. LLC $125,978,578 X-B Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $20,397,422 X-B ▇▇▇▇▇▇▇▇ Capital, dated as LLC $0 X-B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $52,713,983 A-S Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $8,535,017 A-S ▇▇▇▇▇▇▇▇ Capital, LLC $0 A-S ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $39,312,794 B Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $6,365,206 B ▇▇▇▇▇▇▇▇ Capital, LLC $0 B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $33,951,802 C Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. $5,497,198 C ▇▇▇▇▇▇▇▇ Capital, LLC $0 C Class Designation Initial Aggregate Principal Amount or Notional Amount of March 15, 2024. Certificates: BBCMS Mortgage Trust 2024-5C25, Commercial Mortgage Class(1) Approximate Initial Pass-Through Certificates, Series 2024-5C25 Class A-1 $821,000 $821,000 $0 $0 $0 $0 $0 $0 $0 $0 5.48900% 99.99974% Class A-3 $619,650,000 $614,100,000 $0 $0 $0 $0 $0 $0 $2,500,000 $3,050,000 5.94600% 102.99869% Class X-A $620,471,000(2Rate(2) $620,471,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.43111% 5.04079% Class X-B $171,738,000(2) $171,738,000(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) $0(2) 1.01727% 3.56803% Class A-S $96,395,000 $96,395,000 $0 $0 $0 $0 $0 $0 $0 $0 6.35800% 102.99710% Class B $43,211,000 $43,211,000 $0 $0 $0 $0 $0 $0 $0 $0 6.15100% 99.99713% Class C $32,132,000 $32,132,000 $0 $0 $0 $0 $0 $0 $0 $0 6.64300% 99.99634%Purchase Price(3)
(1) Subject to a variance of plus or minus 5.0%.
(2) Rate per annum.
(3) Expressed as a percentage of the aggregate Certificate Balance principal amount or Notional Amountnotional amount, as applicable, of the relevant Class class of Offered Certificates to be purchased. There shall be added to the The purchase price for each class of the Offered Certificates shown is net of accrued interest. The purchase price to be paid for each Class of the Offered Certificates will include accrued interest at the related initial Pass-Through Rate therefor on the aggregate stated principal amount thereof or notional amount, as applicable, of such Class to be purchased from March February 1, 2024 2020 to but not including the Closing Date. The purchase price does not reflect any underwriting discount.
(24) Notional amountThe Class X-A and Class X-B certificates do not have principal amounts. The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-SB, Class A-2 and Class A-3 certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class A-S, Class B and Class C certificates.
Appears in 1 contract
Sources: Underwriting Agreement (Morgan Stanley Capital I Trust 2020-L4)